


A Charmed Life

by GrayNeko



Category: Ben 10 Series
Genre: Abuse, Anal Sex, Angst, Bisexuality, Cousin Incest, Cum Inflation, F/F, F/M, Fisting, Intense Penetration, Masturbation, Mind Control, Minor Character Death, Multi, Oral Sex, Tentacle Sex, Threesome - F/F/M, Voyeurism, Work In Progress, Xenophilia
Language: English
Status: In-Progress
Published: 2020-12-20
Updated: 2021-01-12
Packaged: 2021-03-10 21:49:01
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Rape/Non-Con, Underage
Chapters: 15
Words: 87,586
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28184190
Author URL: https://archiveofourown.org/users/GrayNeko/pseuds/GrayNeko
Summary: The sequel to Island Misadventures. Will Gwen and Max accept Charmcaster's presence now that she and Ben are together? And what surprises are in store for the Tennyson clan now that she's switched sides?
Relationships: Ben Tennyson/Gwen Tennyson, Charmcaster/Ben Tennyson, Charmcaster/Gwen Tennyson
Comments: 32
Kudos: 41





	1. And Then There Were Four

**Author's Note:**

> For those of you just joining us, if you haven't read The Island Misadventures of Ben and Charmcaster then do yourself a favor and read it here, https://archiveofourown.org/works/28023990/chapters/68650233 . It isn't really necessary but you might enjoy it.

Charmcaster stood under the shower faucet, blessedly hot water washing over her body. The heat soaked into her, working at three days of bruises, sore muscles, and tension.

She ran her hands through her hair and clicked her tongue against the roof of her mouth in annoyance. Her hair was a mess of knots and tangles; it would take forever to brush them all out. The irritation she felt made her laugh softly, it was such a ridiculous notion considering she’d been fighting for her life less than an hour ago.

It was still hard for her to believe that she was standing naked in the shower stall of the Rustbucket. The square stall was just big enough for one person but as she studied its beige walls she thought that two could fit snuggly. It made her wish Ben was with her, their bodies pressing against each other as the water rained down on them.

Her hands travelled downwards as her mind drifted, a flush coming to her cheeks that had nothing to do with the temperature of the water. One hand cupped her right breast as the other slipped between her legs, her fingers teasingly sliding around the edges of her pussy. She massaged her breast as she slid two slick fingers into her pussy, beginning a slow rhythm. The water suddenly felt cool against her skin as her whole body grew hot and soft moans escaped her.

She leaned against the wall opposite the faucet as her legs weakened, her fingers working faster, pushing deeper into her. She squeezed her nipple between two fingers and her thumb gently brushed her clit before beginning to rub more vigorously.

She bit her lip to keep from moaning louder as the pleasure within her grew but as she worked her hands faster she couldn’t seem to peak. She jammed another finger into her pussy and twisted her nipple but there still seemed to be something missing. She let go of her breast as she pulled herself up and turned around.

The hot water washed over her back as she leaned forward, sticking her ass out into the air as she began to work at her pussy again. Her other hand reached back and slid between her ass cheeks, her middle finger toying with her puckered asshole. She was instantly rewarded with euphoric jolts that made her stomach jump.

She moaned into the wall as she slid fingers into both of her holes, the climax she desired quickly building. She was on the verge of fisting herself when she came, her entire body arching before sagging against the wall. She panted softly as she sat there with her forehead resting against the wall, basking in the heat of the water and allowing it to wash away her juices as they ran down her legs.

Just as she let out a sigh of contentment there came a banging on the bathroom door. Charmcaster jumped, her reverie broken as a voice called out to her.

“Charmcaster? Is everything alright?”

It was Gwen. Charmcaster gritted her teeth as she pulled herself up and shut the water off. She opened the sliding door of the shower stall and grabbed the towel that had been set out for her, wrapping it around herself so it covered her from thigh to chest.

She opened the bathroom door a little and found Gwen frowning up at her, her arms crossed.

“What do you want?” Charmcaster said, trying not to snap and failing miserably. She knew she shouldn’t be rude to Gwen but it was harder than she thought to resist the urge.

“I thought I heard you crying but I guess you’re fine,” Gwen said, barely acknowledging Charmcaster’s rudeness aside from a thinning of her lips. She hadn’t really expected anything less from the girl who had considered her a mortal enemy only a day before.

Charmcaster’s face felt red hot as a blush crept across her cheeks. She dropped her gaze as she fumbled for something to say.

“I’ve got some… really bad bruises that hurt now that I’ve got a chance to stop and feel them. Can you pass me my bag… please?”

Gwen’s expression softened as she was suddenly overcome with a mixture of surprise and compassion but it lasted for only a moment before one of her eyebrows arched in suspicion.

“Why do you need that?” Gwen asked, not one to simply hand over a powerful magical artifact without good reason.

“So I can put some clothes on. That is, unless you want me running around here in one of your cousin’s shirts?”

Her words forced an apologetic blush from Gwen and she had to struggle not to smile at the sight. Gwen disappeared from the bathroom door and returned a moment later, Charmcaster’s magical pouch in her hands. She offered the bag to her and Charmcaster tried to look gracious as she took it.

She made to shut the door but Gwen put her hand in the way.

“Whatever went on between you and Ben that made him trust you doesn’t mean I’m just going to let you walk around here like it's completely normal.”

The glare the two shared would have withered anything caught between them. Charmcaster tried to close the door again but Gwen yanked it open. Just as it seemed as if they were going to start taking swings at each other Charmcaster let go of the door and turned away. Gwen stood in the doorway with her hands on her hips as Charmcaster held her bag in both hands.

It had been designed to look like a face, with a yellow button for an eye and two bits of leather forming an ‘X’ where the other was supposed to be. Even the teeth of its zipper mouth looked like little fangs. She ran her hand across the well worn and faded leather, a faint smile playing across her face.

Charmcaster let the towel covering her fall to the floor, pausing to enjoy the gasp of surprise from Gwen at the sight of her naked form. Then she raised her bag to eye level and pulled the zipper open.

Purple light flooded from the mouth of her bag, washing over her and blinding Gwen who threw her hands up and turned her head. It lasted only a moment but she was still blinking away the spots before her eyes as she looked back to Charmcaster.

Charmcaster was still there and no longer naked, but she wasn’t wearing her usual outfit either. Her one piece suit was gone, replaced by a dark violet wrap shirt with sleeves just short of her elbows and a v-neck that hinted at her bosom teasingly. Her pants were curve huggingly tight jeans that flared at the knee into bell bottoms. Instead of the leather boots she normally wore, purple, low heel, suede shoes poked out from under her bell bottoms, golden eyelets buckled over the toes.

As they both stared at her new outfit Charmcaster’s bag burped out one more piece of clothing that landed at her feet. Charmcaster picked up the magenta pile of knitted wool to find it was a sleeveless, hooded, sweater vest. It had an open front with wooden buttons the size of half dollars running down one side. Tassels at least six inches long dangled all along the bottom of the vest.

“That’s an interesting new look,” Gwen managed, still recovering from Charmcaster flashing her backside at her.

Charmcaster was quiet as she slipped on the vest and stared at her reflection, turning left and then right to watch as the various fabrics wrinkled and bunched and the tassels swayed with the movement of her hips. She almost asked Gwen if Ben would like these clothes but caught herself at the last moment and closed her mouth.

“So why the change?” Gwen asked, tilting her head as she leaned against the door frame, finding herself genuinely interested.

“I’m trying to start a better life, figured new clothes might help,” Charmcaster said, trying to sound convincing as she still watched her reflection. It may have seemed silly and vain but she felt like she didn’t really recognize the girl in the mirror. She could have stood there trying to reconcile with her reflection for a while longer but her stomach took that moment to lodge a protest, growling loudly and causing her to wince in sudden pain.

“Hungry?” Gwen asked from behind the hand raised to her face to cover her snicker.

Charmcaster nodded, “It’s almost been a whole day since I’ve eaten anything.”

“Why didn’t you say anything?” Gwen asked unable to keep concern from entering her voice before clicking her tongue in irritation. “I can already tell you’re going to be just as big a pain as Ben. Well, don’t just stand there, let’s get you some food.”

Charmcaster wasn’t sure why but Gwen’s words actually brought a grin to her face and as she glanced at the mirror one last time she found she was able to recognize the girl looking back at her.

***

“And then Charmcaster cast the spell and we wound up back here Grandpa,” Ben said as he finished recounting his and Charmcaster’s time on the strange island, with a few carefully omitted details.  
Grandpa Max was quiet as he finished wiping most of the dirt off Ben and then began tending to the cut on Ben’s forehead. The sting of the peroxide made Ben wince every time but his grandfather had a deft hand when it came to bandaging up injuries. His silence wasn’t comforting to Ben as he sat at the picnic table of their campsite, drumming his fingers on the wooden bench.

“Will I need to go to the hospital?”

Max shook his head, “No, you were lucky. That monster’s claws glanced off your skull. You won’t need more than a couple of stitches and I can take care of them.”

Max reached into the small medical kit and pulled out some thread and a needle, Ben couldn’t help wincing at the sight of them.

“You handled yourself well from the sound of it Ben, I’m proud of you,” Grandpa Max said in an attempt to make Ben focus on something other than his impending stitches. It seemed to work as Ben smiled a little even though Max had already started the first stitch. It didn’t last though as a sudden sense of nervousness had Ben twitching and tapping his foot.

“Is there something else you wanted to talk about Ben?”

Ben’s foot froze mid tap and he cleared his throat as he tried to think of how to approach the subject.

“It’s about Charmcaster.”

Max was silent as he continued sewing up the cut on Ben’s head.

“You haven’t really told me what you think about her wanting to join us.”

“There, all done,” Max said as he finished the last stitch and cut the thread with a small knife.

“Thanks Grandpa,” Ben said quietly as he reached up to gingerly poke at the spot just above his left eyebrow and hissed at the flare of pain he felt. He turned from where he sat on the bench to look up at his grandfather expectantly. Max folded his arms over his chest as he looked down at Ben.

“Well, before I can tell you what I think, we need to discuss what happened between you and Charmcaster.”

Ben’s face grew red as he tried not to look surprised.

“What do you mean Grandpa?” Ben asked, his mouth dry with sudden panic.

“I mean how close the two of you seem to be all of a sudden. Clearly, surviving on that island was tough on you both and stress can do weird things to people, whether they’re children or adults. Throw in the pressure of life-or-death situations and emotions can run high, making things seem more real than they are.”

“Oookaaay,” Ben said hesitantly, both relieved that Max hadn’t figured out the true nature of his and Charmcaster’s relationship and confused by what he was talking about.

Max sighed as he sensed his grandson’s confusion. He set his jaw and his brow furrowed as he tried to speak simply while still stressing the importance of what he was talking about.

“Remember Xylene? When I was a Plumber we used to work together on very dangerous missions, missions we weren’t sure we’d come back from. The danger made us appreciate each other and we became… very close.”

“Oh,” Ben said, his face growing even redder as realization dawned on him.

“Yeah,” Max said, patting his grandson’s shoulder. “The feelings were still there when the danger was gone but they weren’t as strong, at least for me anyways. So if she decides to stay, however you feel about her I just want you to go slowly, be careful, and make sure that what you feel is the absolute truth.”

Ben nodded his head slowly as he let Max’s words sink in.

“Does that mean you’ll let her stay?”

“It’ll have to be her choice Ben, but, yes, we’ll give her a chance. I’ll go to talk to an old Plumber pal about checking her records and maybe making them disappear.”

Ben threw his arms around his grandfather, squeezing him tightly.

“Thanks Grandpa. She’ll stay, I know she will. Can I go tell her the good news?”

Ben jumped to his feet before Max could respond and sprinted for the Rustbucket. He leapt the steps into the camper with a single energetic bound and then froze in his tracks.

Gwen and Charmcaster were sitting at the dining table, eating and talking almost like it was completely normal. It was how Ben hoped things would be, dreamed even, but he hadn’t expected Gwen to be so readily accepting of Charmcaster’s presence. Charmcaster looked over her shoulder when Gwen’s gaze shifted beyond her and the small smile that played across her face at the sight of him banished any doubts his grandfather’s cautious words might have left him with.

“Let me guess, you’re starving too?” Gwen asked, arching a thin eyebrow at Ben.

Ben put a hand to his stomach and realized he was actually quite hungry.

“Now that you mention it,” Ben said, unable to help the smirk on his face.

Gwen sighed and rolled her eyes before getting up and brushing past him on her way to the fridge. She disappeared behind the door of the refrigerator as she began rummaging through it.

Ben sat down beside Charmcaster and tilted his head at the new clothes she was wearing.

“I like the new look,” Ben said quietly.

“Thanks. How’s your head?” Charmcaster said, nodding toward the stitches over his left eye.

“He’s fine. His skull is too thick for anything to do any real damage and even if something did his puny brain wouldn’t feel a thing,” Gwen said over the top of the fridge door as she continued putting together something for Ben to eat.

“Whatever dweeb,” Ben said as he shot Gwen a dirty look and then smiled, it felt good to be trading insults with his cousin again.

Charmcaster watched the both of them with a small smile, for the first time she realized just how close the two of them really were. They might insult and harass each almost every waking moment but beneath the squabbling was a very strong bond. Her left hand snuck across the seat to grasp Ben’s and he looked to her before giving her hand a squeeze.

He was so caught up in their little moment that he jumped when Gwen set down a plate and glass in front of him. His hand sprang away from hers underneath the table as he focused on the food before him.

Ben found a peanut butter and banana sandwich on his plate and even though it wasn’t cake it was the most delicious looking thing he’d seen in days. He grabbed the sandwich up in both hands and took a big bite out of it, the two different kind of sweet flavors meshing together wonderfully. He was so focused on consuming every last bit of it that he almost missed a question that Gwen had asked.

“So how did you end up wearing Ben’s shirt Charmcaster?”

Ben glanced toward Charmcaster and found a devilish glint in her eye as she looked up from her plate of Chinese food.

“Well you see Ben tore…”

Ben tried to speak so that he could tell his side of the story but the peanut butter had his mouth all gummed up. All he could manage was an unintelligible mumble before Charmcaster continued.

“… up the monsters that attacked me and after the fight he gave me his shirt once he saw how badly mine had been ripped up.”

Ben nearly choked with relief as Charmcaster lied and the small smile she wore told him she could tell how panicked he had just been. He tried to relax and continue enjoying his meal but it seemed Charmcaster was far from done.

Her left hand landed on his right leg and began working its way up his thigh. Ben shifted his leg to try to dissuade her but she just tightened her grip until it was almost painful. He tried coughing nonchalantly as he reached for the glass of milk Gwen had gotten for him but Charmcaster ignored him as she continued to play innocent while she finished her meal.

Gwen seemed unaware of the battle of wills going on between Ben and Charmcaster as she looked back and forth between the two of them.

“And just like that the two of you got along?”

“Not at all, the first day almost all we did was fight. But something about having to share a bed makes it hard to stay so adversarial.”

Gwen’s head snapped towards Ben, her arched eyebrows and thin frown painting the perfect demanding expression. Ben was quiet at first, mostly because he didn’t trust himself not to moan as Charmcaster’s hand reached his crotch and began massaging the area. He hoped she mistook the flush of his cheeks for embarrassment as he took another drink to give himself a moment to focus.

“It got very cold,” he said simply before cramming the last of his sandwich into his mouth just as Charmcaster gripped his hardening shaft through his pants. The moan that escaped him was muffled into little more than a grunt.

Gwen closed her eyes and placed the tips of her fingers to her forehead as she tried to process the information, her frown slightly less intense than before. Charmcaster took advantage of Gwen lapse of attention and shifted herself closer to Ben as her hand began to slowly and silently work the zipper of his pants down. Ben’s head had tilted back as his eyes nearly shut in pleasure but at feeling her pull his zipper down his head snapped back down and his eyes went wide.

“Geez Ben, if you’re falling asleep at the table you should just go to bed,” Gwen said as Ben’s sudden jump snapped her out of her haze.

“Yes! Sleep! That’s a great idea,” Ben said urgently as he slid to the edge of the seat and out of Charmcaster’s reach while trying to work his zipper back up without drawing any attention to it.

“Now that you mention it, I could use some sleep too,” Charmcaster said, giving Ben a long and heavy lidded glance as she faked a yawn behind her right hand.

Ben almost glared at her for being so obvious but Gwen seemed to be intentionally oblivious as she waved them off while stretching.

“Fine, there’s plenty of room back there. I’ll be up here on my laptop, I haven’t had a chance to relax since you both disappeared.”

Ben shoved his hands into his pockets so his erection was less obvious as he stood up and made his way to the back of the Rustbucket, Charmcaster a few steps behind him. Once they reached the wrap around couch that functioned as the lower of a set bunk beds Charmcaster sat down and looked to Ben with an arched eyebrow. Ben glanced over his shoulder at Gwen who was sitting at the table with her back to them and her laptop booting up.

Ben reached over her to grab hold of the curtains when he felt her tug at his pants. He glanced down and saw that she had hooked her fingers through one of his belt loops while her other hand grabbed at the zipper of his pants again. As he began pulling the curtains shut she did the opposite with the zipper. She tried to reach for his cock but he twisted away and slipped free of her grasp. Out of the corner of his eye he saw her cross her arms as she tried to decide between glaring at him or pouting. He managed a smirk as he finished pulling the other curtains shut, turning the back of the Rustbucket into a darkened cave.

Ben turned his back to Charmcaster as he reached for the privacy curtain. It was a heavy length of thick cloth that they rarely ever used, meant to divide the open space of the Rustbucket. He had it drawn halfway when the motor-home creaked and groaned as Grandpa Max stepped inside.

He glanced around the interior before his eyes landed on Ben.

“Hey Ben, going to bed already?”

“Yeah, we’re both kinda tired and I-” Ben’s voice suddenly rose an octave as Charmcaster slipped up behind him and reached into his pants, firmly grabbing his dick. She was hidden from view by the shadows and her groping was concealed by the curtain that Ben had nearly finished pulling shut. Only Ben’s reddening face was still in view and he tried to find his voice again as Max’s eyes narrowed.

“I… figured it would be easier for us to get some sleep this way,” Ben managed to get out despite Charmcaster nibbling on his neck and stroking his shaft.

Max was quiet for a moment, the pause filling Ben with dread that his body refused to heed as it continued to respond to Charmcaster’s sensual touch. Finally Max nodded.

“Sleep well then son. Gwen, look after the place, I’m heading into town to take care of a few things.”

“Sure thing Grandpa,” Gwen said as she slipped the headphones she had gotten out back on.

Ben watched Max leave before he finished pulling the curtain shut, enclosing the room in darkness. He expected Charmcaster to intensify her affections but found that as soon as they were shrouded in shadows she pulled away from him. He turned where he stood and had to wait for his eyes to adjust before he could see that she was sitting with her legs crossed and her hands resting on one knee. Her eyes betrayed the neutral expression she wore as they seemed to radiate angrily with what dim light there was.

“What’s wrong?” Ben asked softly as he stepped towards her.

She raised her hand and wordlessly beckoned him to come closer. He took few more steps before she motioned for him to stop.

“I don’t like being a secret,” Charmcaster said, her voice was soft but there was a blade-like edge to it.

“You’re not. Grandpa knows, or at least he thinks he does,” Ben said, his head dropping as he shifted his feet.

“Then why pull away every time Gwen comes close?” Charmcaster hissed, her hands clenching into fists.

“Because she’s trouble,” Ben growled back. “If she finds out we’re together she’s smart enough to figure it all out and tell everyone. They’ll try to keep us apart if that happens.”

Charmcaster stiffly leaned back into the couch in an attempt to remain calm despite her whole body being taut with boiling ire.

“Maybe I should make myself clear, I _won’t_ be a secret.”

“But Gwe-”

“I don’t care if she finds out.”

The finality with which she spoke filled the room with silence for a moment before Ben inescapably nodded in acquiescence.

“Good. Now prove it,” Charmcaster said as she uncrossed her legs and held a foot out to Ben. He looked at her foot quizzically before she prompted him by rubbing it against his inner thigh.

Ben knelt and took her foot in his hands, slipping off her shoe. Charmcaster flexed her toes as Ben’s hands slid up to her ankle where he began to massage her leg. He pushed back her pant leg as he slowly worked his way up her leg and with every inch of skin he exposed he laid his lips to her flesh.

Charmcaster’s body seemed to deflate a little under Ben’s ministrations. His fingers were gradually draining the anger and tension from her body and every kiss excited her a little more. Her head fell back to rest on the cushion as she let out a serene sigh, her hands falling to either side.

When Ben reached her knee he could no longer push back her pant leg so he switched to her other leg and began the process all over again. He went teasingly slow as he worked his way up her other leg, and this time he added playful nibbles that caused her to twitch and shiver until she was purring.

As Ben reached her other knee his hands slid further up her leg until they reached the button on her jeans. Charmcaster watched with impatient anticipation as Ben undid the button and forced the zipper down by pulling on either side. Ben tugged and pulled, exposing fine silk panties of a dark purple, the crotch of which was shaped like a heart. Finally her jeans slipped free and Charmcaster’s creamy pale thighs were exposed along with the rest of her legs.

Ben inched forward on his knees so he could plant a kiss on her inner thigh, just above the knee. Charmcaster slid herself forward, inviting Ben toward her mound as dampness began to grow beneath her panties. Ben hid a smile against her leg as he continued his slow approach in his true stubborn fashion.

Charmcaster’s purr was almost a growl as he finally reached the peak of her thigh. Ben’s face hovered over her panties and as the heat of his breath washed over her she closed her eyes in blissful expectation. Instead she felt his lips at the bottom of her other thigh and her fingers clenched the couch as she fought the urge to scream at him.

Ben felt her tense and relented to her unspoken desire. His fingers slid under her panties and guided them down her legs until they joined her jeans on the floor. Charmcaster watched Ben with a distrustful pout as he neared her flushed lips but the moment his tongue touched her slit she threw her head back as an appreciative moan escaped her.

He probed her folds with his tongue but knew better than to exhaust himself with the endeavor now that he was no longer fumbling blindly. He pulled back for a breath as her juices began to flow more freely. As he reveled in the sight of her writhing and moaning in pleasure he noticed her asshole slightly agape instead of its usually puckered state.

Ben slicked his fingers in her juices as he worked to expose her clit from its hood and once he had revealed her sensitive organ he began to thoroughly ply his tongue to it. With his fingers moistened he prodded at her backdoor, testing it with the tip of his middle finger. Charmcaster gasped loudly at the unexpected penetration but her body responded enthusiastically as her back arched, forcing her ass down onto Ben’s digit. Encouraged, Ben began sliding his finger in and out of her ass as he rapidly flicked her clit with his tongue.

Charmcaster moaned through gritted teeth as she was rocked by a small orgasm. She panted almost uncontrollably as her vision swam, finding it nearly impossible to regain control of her senses as Ben continued to make her lower half melt with pleasure.

Her hands roamed her chest, fondling her breasts through her shirt and bra as she sought to bring herself to another, more powerful orgasm. It wasn’t enough and she soon had her shirt and bra pulled up so she could touch skin to skin. She kneaded the flesh around her nipples until they ached with stiffness and then she pinched them between her fingers.

Ben could feel the climatic tension building in Charmcaster’s body by how tightly her asshole gripped his finger and he responded by slipping another finger into her ass. In playful retaliation Charmcaster’s legs wrapped around Ben’s body, pinning him before her on his knees like a worshiper before an altar. Ben demonstrated his devotion as he brought his free hand from where it had rested on her hip to rub at her clit while he once more plunged his tongue into her folds.

Euphoria robbed Charmcaster of her senses, replacing everything she knew with a glorious moment of flawless bliss. As her vision cleared she became aware of a tingling sensation running up her legs. She managed to weakly lift her head to find the source of the not unpleasant feeling was Ben running his hands up her body.

As his hands continued past her hips she moaned, her overly sensitive body writhed and quivered to escape his teasing touch but lacked the strength to flee. Ben rose to his feet as he traveled up her body, drinking in each soft cry and moan that escaped her. To watch her be so lost in passion and to know that he could do it with a simple touch was intoxicating for Ben. His hands finally reached the summits they had been climbing towards and he firmly grasped Charmcaster’s ample breasts.

Charmcaster was somewhere between a whimper and a growl as she thrashed beneath Ben but he simply smiled down at her as he squeezed and fondled her tits.

“Have I proven myself?” Ben asked, his face hovering just above Charmcaster’s.

She tried not to throw her head back as he ran his fingers over her nipples but her whole body bucked at his touch.

“Yes, yes, god yes!” She whispered fiercely before finding Ben invading her mouth. Her own tart flavor was the first thing to register as their tongues entwined and wrestled. By the time he pulled away she was left gasping for air and only able to watch as he rose until he was standing straight once more. Her eyes followed his hands as they undid his pants and let them drop around his feet. His erection was straining his underwear and precum had stained the crotch entirely.

He leaned forward as he slipped his underwear down and his cock momentarily bobbed as it was freed from its constraints. Charmcaster bit her lip apprehensively as Ben guided his dick towards her ass but did nothing to dissuade him despite her body still going into fits at the slightest touch. Then without any warning Ben adjusted his aim and thrust himself into her pussy, grabbing her hips and slamming his cock into her.

All Charmcaster could do was mewl under Ben’s aggressive assault on her body. She couldn’t believe there was such a forceful side to him and it would have scared her if he hadn’t been looking at her with such warmth in his eyes. They were like burnished spheres carved from beryl, glowing with affection even as he pounded her cunt with the sexual fury of an animal. As long as Ben looked at her with those eyes she knew she couldn’t resist him.

“Ah… I ah… love you,” Charmcaster moaned into the air as Ben shifted one hand to her shoulder for better leverage.

Ben slowed his thrusts as he leaned forward until he was face to face with Charmcaster. They stared at each other in silence for a moment before Ben pressed his lips to hers. She moaned into him as he forcefully drove his dick into her only to pull out painstakingly slowly. After only a few thrusts she broke their kiss as she threw her head back in desperation, only to find Ben’s voice in her ear.

“If you love me then you’ll tell me where you want me to come,” he said before nibbling on her ear lobe.

“My ass! I want your cum in my ass!” Charmcaster begged as she ran her hands over Ben’s face and through his hair before pulling him into a frantic kiss. Ben shoved his tongue into her mouth, invading it eagerly as he hooked his hands behinds her knees. In one swift motion he pulled out of her, earning a soft cry of displeasure from Charmcaster, and raised her ass until her twitching asshole was on display.

Ben managed to get the tip to rest against her hole but it kept slipping every time he tried to push forward, earning cries of frustrated yearning from Charmcaster. Obstinately, Ben lifted Charmaster’s ass a little higher and spread her legs farther apart, stretching her almost painfully. It was all worth it as his cock speared her asshole and Ben slammed his hips against her ass, burying his dick to the hilt.

Charmcaster didn’t have time to savor the sensation as Ben once more lovingly attacked her with a furious energy. She gripped the couch to steady herself and soon found herself thrusting her body forward as Ben pistoned into her. He was so close to that spot in her ass, that strange little spot that could bring her to an incredible orgasm, it was just out of reach. He wasn’t going to reach that spot on his own so she decided to take action.

Charmcaster turned onto her side, causing Ben to pause as she lifted her left leg out of Ben’s hand and rested it on his shoulder. She pulled her right leg close to her chest as she finished shifting her weight and then extended so it lay between Ben’s legs.

“Well, are you going to just stand there or are you going to fuck me?” She said challengingly.

Ben smiled down at her and if not for his eyes she would have thought the smile he wore vicious. He gripped her leg in both hands, pulling it tightly against his body and forcing her into a kind of split that spread her ass cheeks apart. When Ben drove his cock into her ass, she felt the wonderful stirring sensation as his dick reached further than it had before.

Ben’s pace quickened and Charmcaster threw her head back as his cock head rapidly pressed against the spot. She gasped as Ben leaned forward to grab a handful of her breast, bending her leg to an agonizing angle she hadn’t thought she was capable of. Stretched as she was Ben was able to slam his dick even farther into her ass and Charmcaster could do nothing but moan as Ben pounded her.

She began to stiffen as she approached another orgasm and from the sound of Ben’s labored breath, he was almost ready as well. She grabbed his hand that was squeezing her breast and pulled it off her, entwining their fingers as she did. Charmcaster’s grip suddenly tightened as Ben slammed into her with a grunt of effort.

She wasn’t sure who came first but as the tremors of her orgasm faded she became aware of Ben panting softly above her and she could feel the faint spasms of his dick in her ass. Ben lowered her leg back down, letting it slump to the floor half-numb as he leaned forward and kissed her neck, starting on one side and working his way over to the other. Chamrcaster tried to push him off of her but he refused to budge, instead giving her hand a tender squeeze.

“Do you want the shower first?”

Charmcaster grew red as the question made her think of her fantasizing from earlier.

“Why don’t we take one together?” She asked enticingly, unable to resist the urge to see how far she could tempt Ben. She watched as Ben wrestled internally before the loud shutting of a door made him jump. He looked over his shoulder as silence followed and then stood up, causing Charmcaster to shiver as she was robbed of his body’s heat.

Ben pulled up his underwear and pants before moving quietly towards the privacy curtain. He peaked out of one side and saw that the rest of the Rustbucket was empty, Gwen’s laptop was still at the table but she was nowhere in sight. That’s when Ben heard water running from the bathroom to his right.

“Gwen?”

“What?” Her voice was faint as he heard water splashing, and if he didn’t know any better she sounded like she was sick.

“Are you okay?”

“I’m… fine… but I think I’m going to go for a walk, get some fresh air,” she said, sounding stronger with each word.

“Okay, have fun with that,” Ben said before ducking back behind the curtain. He waited to until Gwen left the bathroom and the door of Rustbucket closed with a bang before turning to Charmcaster. She sat on the edge of the couch, her bra, shirt, and vest on the floor with the rest of her clothes. He felt a stirring in his loins at the sight of her completely naked form. “That shower sounds like a good idea.”


	2. Her Cousin's Keeper

Gwen sat at the one table in the Rustbucket, happily listening to music and typing away. She was glad to be able to relax, the past 24 hours her guts had been twisted into knots. She never thought she’d be so happy to have her annoying cousin around though as usual he couldn’t go a second without making life difficult. She was referring to the fact that he had managed to get Charmcaster to join them, which she was still trying to wrap her head around as to the how. She seemed sincere but Charmcaster had fooled Gwen before by pretending so Gwen was only willing to trust the teenager so far. Gwen just wished she knew all the details of what happened between Ben and Charmcaster, Charmcaster appeared genuinely happy when Ben was around and Ben was even weirder than usual whenever she got close.

That thought began to turn gears in Gwen’s head, as much as she’d rather not admit it she knew her cousin pretty well and he only acted weird around a girl when he liked her. Gwen’s hands paused over her keyboard, that couldn’t be it, _could it_? She glanced over her shoulder towards the back of the camper, watching the privacy curtain like it would reveal everything to her. Gwen lifted one of her headphones off and her ear strained for any sound, even Ben snoring.

What was that? A groan? They had both been pretty beat up when they came back, Charmcaster had admitted as much. That sound didn’t mean anything (and yet there was a gnawing curiosity in Gwen’s gut that told her to make sure it really wasn’t anything). She slid her headphones the rest of the way off and stood up slowly, wary of the creaks and squeaks the old vehicle was prone to making. She crept her way towards the curtain, listening for any more sounds and discerned muffled moans and sighs. She froze, waiting with held breath and the sounds came again, this time she could tell they were from two people and there were bodies shifting.

Her heart was beginning to pound as she moved forward, she had to know what they were doing even as she was trying to fight the mental image her mind was painting. She reached the curtain and pressed herself to the wall, using one hand pull the curtain open enough for her to peer through with one eye and the other to block any light from getting through.

For a few seconds all she saw was darkness and then her eyes went wide at the sight of Ben between Charmcaster’s legs. Gwen’s mind nearly shutdown as she reeled from what she saw but she still couldn’t help _seeing everything_. Charmcaster was naked from the waist down and her breasts were exposed, her nipples were stiffened peaks. Ben was on his knees performing cunnilingus and Charmcaster was moaning and gasping, her legs wrapped around Ben.

Gwen wanted to look away but her gaze was locked on her cousin and former nemesis. The way they touched each other wasn’t what she expected, (did she really have any expectations at all?) they weren’t fumbling and nervous. They knew each other’s bodies and every motion was passionate, it set Gwen’s heart to racing. Why did she feel this way?

As Gwen watched with heavy breath Charmcaster’s whole body tensed and then sagged, the look on her face one of euphoria. Did Ben just make her come? With his mouth? Gwen unconsciously began to grind her legs together as she felt heat growing between her legs.

She couldn’t say she was surprised when Ben began to tease Charmcaster’s body, he couldn’t do anything without being an annoying jerk in some way. Still, the way he touched Charmcaster had Gwen biting her lip to suppress a moan as her body ached to be touched the same way. Her nipples were stiff under the fabric of her shirt, every brush sent a twinge through her and she could no longer deny the heat between her legs as dampness began to stain her pants.

Before she realized it her hand blocking the light fell away and slid down her body. She ran her fingers over a nipple and stifled a gasp as the sensitive flesh responded with almost ticklish delight. She pulled up her shirt to expose her nipple and when she squeezed it between her fingers her knees felt weak.

All throughout the exploration of her body her gaze never left Ben and Charmcaster. They whispered to each other and then she watched Ben drop his pants. She had seen a penis before, in a Sex Ed class and in videos that Ben had thought he had deleted from her laptop, but those weren’t the same as seeing her cousin’s erect and throbbing member.

She only caught a glimpse of it before Ben was on top of Charmcaster, thrusting into her like an animal. Gwen sank to her knees in shock. Ben was a kid her age, her exact age, so she was having a hard time reconciling that with the way he was fucking Charmcaster.

“Ah… I ah… love you.”

Gwen froze as Charmcaster uttered those words. Love? Charmcaster? With Ben? The thought made her dizzy but she still couldn’t look away. Ben didn’t seem so surprised, in fact he seemed pleased as he leaned over her. She couldn’t make out what he said to her but she could guess as Charmcaster cried out, “My ass! I want your cum in my ass!”

Gwen wasn’t sure why that outburst made her even more flushed than she was but it did and then she was caught up in watching Ben spread Charmcaster’s legs and penetrating her ass. Her grip on the curtain was like a vice as her other hand traveled lower, dipping into her pants and beneath her panties. She had experimented down there before but it had only been a clinical examination after overhearing some older girls at school.

Now her vagina was slick with her own juices and almost unbearably hot. She rubbed at her lips and gasped as the pleasure that shot through her made her glad she wasn’t standing. In a matter of moments her fingers were slippery with her juices and she was panting softly.

Gwen’s focus was brought back to Ben and Charmcaster as the silver haired witch repositioned herself so she was on her side.

“Well, are you going to just stand there or are you going to fuck me?”

Gwen almost cringed at the tone she used. She knew from past experiences that Ben did not take challenges lightly and this time was no different as Ben seemed to attack Charmcaster.

Gwen was rubbing herself more vigorously as Ben’s pace picked up and Charmcaster’s mouth hung open in soundless cries of passion. Gwen didn’t know if she wanted to be in Charmcaster’s place or join her cousin in making her cry out in sexual bliss (and that she desired both disturbed her more than anything).

Gwen’s whole body suddenly stiffened as she curled her middle finger, sliding it inside her. What really pushed her over the edge though was watching Ben and Charmcaster and catching sight of their clasped hands, fingers entwined together. She finally let go of the curtain if only to clap her hand over her mouth to keep from crying out as she climaxed. Her body sagged against the wall of the Rustbucket as she took several deep breaths trying to slow her racing heart.

“Do you want the shower first?”

Gwen’s eyes had nearly been shut but at hearing that they shot wide open. She hurried to her feet, her hand flying out of her pants as her mind raced.

“Why don’t we take one together?”

Gwen darted to the bathroom, that would keep them in the back for a minute, and they wouldn’t see what a mess she was. She slammed the door shut behind her and leaned against it, once more trying to calm her wildly beating heart. The floor of the Rustbucket creaked ever so slightly, signaling someone’s approach. Gwen pushed off the door and bent over the sink, turning the water on full blast. She ran her hands under the water before cupping them together and splashing water on her face.

“Gwen?”

She hesitated before answering, trying to calm herself and failing as her voice cracked, “What?”

“Are you okay?”

Now he asks her that? Couldn’t he have had the decency to ask her before he decided to fuck Charmcaster in the back of the Rustbucket? She splashed more water in her face before standing up and examining herself in the mirror. Her face was still quite flushed and there was an obvious damp spot on the crotch of her pants that made her grimace.

“I’m…” She searched for something to say but could only finish with an unconvincing, “fine…”

She couldn’t stay in the camper, she didn’t want to see anymore of what they might do and there was no way she was going to risk either of them finding her in her current state.

“But I think I’m going to go for a walk, get some fresh air,” She added, trying to keep her voice steady and succeeding even though she still felt nowhere near as calm as she wanted to be.

“Okay, have fun with that.”

Gwen could have laughed if Ben’s obliviousness wasn’t so sad sometimes. But she could hear the creak in the floor that signaled he had moved away from the curtain and so she moved to quickly leave the proximity of the Rustbucket, shutting the door to the motor-home with more force than she intended to.

Her feet carried her swiftly towards the nearby tree line and once the camp site was no longer visible she stopped. The strength seemed to leave her limbs and she fell back, leaning against the trunk of a large weeping willow before sinking to rest against its roots. It felt good to sit in the tree’s shade with the cool earth sapping at the heat of her body. She tilted her head back and sighed, finally feeling relaxed enough to think.

What was she going to do? There was no chance she could ignore what she saw, especially given how it had affected her. That also made it harder for her to consider the most obvious course of action, tell Grandpa. If she did that then Ben would hate her. Despite all their bickering and teasing Gwen didn’t hate her cousin, at the worst of times she tolerated him but generally he was almost a brother to her. That would no longer be the case if she went to their grandfather, he would despise her and that thought created a sour lump in her gut. Considering that Charmcaster had tried to kill Gwen in the past she was pretty sure the witch would hate her too, and there was no familial bond to keep her from trying again.

There were other things to think about beyond how the two of them would react. If Charmcaster was serious about making a better life for herself then Gwen was ruining her chance of that before it had even really begun. It’s true that sleeping with Ben was a peculiar first step but it wasn’t like she was taking advantage of Ben, if what she had seen was any indication (not to mention they were both minors and she wasn’t quite sure how the law worked in that regard). But the core of why she didn’t think she could approach Grandpa was something even more important. What if they really were in love with each other? Did she have any right to destroy that?

Gwen thumped her hand against one of the tree roots in frustration. What the hell was Ben thinking getting involved with Charmcaster? If they wanted to fuck like animals then it should be them out here in the woods, not her. Gwen instantly regretted that thought as her cheeks grew flushed picturing Ben and Charmcaster rutting against a tree. Why did the thought of them excite her so badly? And why couldn’t they have a normal relationship like other kids their ages, with simple hand holding and being annoyingly cute?

The more she thought about it though the more it began to make sense. What was normal about Ben or Charmcaster? Or her for that matter? As she began to come to grips with Ben and Charmcaster being together another thought occurred to her, what would happen if they were discovered all on their own? It was going to happen, she realized, especially if they kept carrying on like they were. The various outcomes she imagined weren’t pretty, especially given how stubborn and stupid Ben could be.

As she sat there watching the wind blow the draping branches of the willow tree it became clear she had only one course of action; she was going to have to help those two idiots.

***

Max sat at a desk in the local public library, idly tapping a pencil against a newspaper. Before him sat a computer, on the screen was a forum for alien conspiracy enthusiasts. He had just posted a new thread with the heading ‘Plumbing the depths of Conspiracies’ and was waiting for the right person to take notice.

He didn’t have to wait long before a message window popped up telling him the computer was undergoing a scan. It wasn’t part of any program on the computer and that meant he had found who he was looking for. He pulled out a set of headphones with a mic on them, the grey haired beauty at the help desk had lent them to him after a little sweet talking. He plugged them in just as the program finished scanning the computer and opened up a new window, the earphones crackling softly as they began to receive audio.

“Who is this?” The voice was filtered and distorted to hide its owner’s identity.

Max smiled as he adjusted the microphone so he wouldn’t have to speak loudly.

“Hey, Worm, it’s your old pal, the Hero of the Horsehead Nebula.”

“Max?” The distortion was suddenly gone and the voice became that of an older man clearly raised in the South. “I thought you were retired.”

“Doesn’t mean I can’t chat up an old pal when I want.”

Worm snorted on his end, “Chat my hairy ass, if you wanted to talk you’d just pick up a phone instead of coming to me like this. What do you want, you old space dog?”

“Calling in a favor. Need you to look up a file on a planet side offender, goes by Charmcaster.”

There was no immediate response but Max waited patiently, resting his hands on his stomach until his Plumber colleague responded with a whistle of surprise.

“Damn Max, what do you want with this kid? She’s got a rap sheet nearly a mile long. See for yourself.”

Another window popped up, this one a digital copy of Charmcaster’s arrest record along with all the charges filed against her. It did make for one ugly resume Max thought as he rubbed at his chin. “It’s a long story that I’ll tell you one day over a barbeque, but for now do you think you can hide this from all standard law enforcement and government systems?”

“Sure but I would like to say for the record that that does not seem like a good idea.”

“Consider this her parole. Is there anything about any family in her file?”

“No parents on record. It mentions an uncle that she broke out of prison but there’s nothing about him being her legal guardian,” Worm replied, sensing what Max really wanted to know.

“Okay, thanks Worm. If you could prep a false background as well, I’d appreciate that. I’ll give you a call to let you know which files should be put back.”

“Sure thing Max, and hey, call anytime for whatever. It’s boring working with all these government stiffs. Worm out.”

The various programs that had been open closed and disappeared just as quickly as they had come and Max was left staring at a blank screen. He returned the headphones with a smile and a wink and made his way outside where the public library was one of the four sides of the town square.

Getting back to the camp site was going to take at least half an hour if he couldn’t catch a ride back that way. However he realized that with another mouth to feed he would need to get some groceries. It was a shame this was such a small town, there’d be no luck getting any good grubs or worms unless they had a bait shop hidden away somewhere.

He was heading toward a mom-and-pop grocery store he had passed on his way in to town when he realized he was being followed. He didn’t alter his pace or give any sign he was aware of the tail as he considered what to do. There was a small repair shop up ahead with a large front window to display the kinds of goods that the owner could fix, it would do.

He nodded to the man behind the counter as he entered and hoped he hadn’t just brought a ton of trouble down on him. Max slipped towards the back, disappearing among the shelves of spare parts that were sold there as well. He heard the bell on the door ring as it was opened and saw the owner start in surprise before settling back down as if nothing had happened. There were soft footsteps moving through the store, slowly making their way to the back. Max pulled out his concealed blaster, transforming it from rod to blaster with the press of a button.

He waited until the approaching footsteps were on the opposite side of the shelving unit he was hiding behind and then he shoved a crate full of old television parts forward and raised his blaster into the open space.

“Move and you’ll find yourself with a new hole where one doesn’t belong.”

The figure was hooded but as it turned to face him he was greeted with the sight of a skull.

“I believe your grandchildren call you Max,” Hex said, his smile twisted into a sinister sneer by the visage of death he wore on his face.


	3. Charmed Off Her Feet

Charmcaster watched Ben’s chest rise and fall slowly in sleep, his damp hair clinging to his forehead. They had been all over each other in the shower, bringing each other to orgasm and then leisurely washing each other. Ben had booted up Gwen’s laptop and put on a movie but sleep had quickly claimed him, it seemed their coupling had worn him out more than either of them had thought. Now he slumped in the corner at the table, mouth slightly open and snoring softly.

Charmcaster had lost interest in the film without Ben’s infectious enthusiasm so now she studied her lover’s face. Ben was too young to have started developing truly masculine features but she could already tell from what his grandfather looked like that he’d have a strong jaw, he was already in the habit of setting it firmly when he felt particularly determined. She wondered if the cut on his forehead would scar. She pursed her lips thoughtfully as she reached over to brush a few strands out of the way to get a better look at it. One end just touched the middle his eyebrow and the wound raced up his head at an angle, curving ever so slightly signaling where the Shaldoth’s claws had failed to pierce his skull. If it did leave a mark she felt it would be quite striking on him, pulling his eyebrow into an ever questioning mark of disapproval.

She moved closer to Ben and leaned against him, resting her head on his chest where she could hear his heartbeat. It was slow and rhythmic, just like his breathing and she closed her eyes as the sound made her eyelids heavy. Ben mumbled and the last thing she noticed before she drifted off was his arm shifting to encompass her, holding her against him.

Charmcaster wasn’t sure how long she slept before the sound of a latch closing softly snapped her eyes open. Over the back of the seat she caught a glimpse of red hair and a moment later Gwen’s face appeared over the edge.

“Seems you’re already picking up his bad habits, like using my stuff without my permission.” Despite her words there was a definite lack of menace in Gwen’s voice and a smirk on her face.

Charmcaster eased herself off Ben and sat up, stretching her arms out before her while watching Gwen quietly. The younger girl came around to stand at the other side of the table, shutting her laptop gently. Charmcaster noted traces of dirt and bits of bark standing out against the white of Gwen pants and the faintest traces of a damp spot around the crotch. Gwen must have realized she noticed because she grabbed her laptop and held it in both hands at waist height.

“Do you really love him?”

The question caught Charmcaster so off guard she wasn’t even sure she heard it at first. She looked up at Gwen to find her blushing softly, her fingers tapping against her laptop nervously. Instead of answering her Charmcaster stood up and stretched some more, arcing her back. Just as Gwen began to seethe with impatience Charmcaster nodded towards the backroom of the Rustbucket. Gwen reluctantly followed her into the darkened area, setting her laptop on the kitchenette counter as she went.

“Well, do you?” Gwen demanded once Charmcaster stopped and turned to face her with her hands on her hips.

“How much did you see?”

Gwen’s breath hitched and her flush returned with a vengeance. Charmcaster stepped closer to her and the younger girl feared she’d be able to feel the heat coming off her body.

“What really happened on that island?” Gwen asked, desperate to change the subject in this odd turn of events.

“Take a wild guess,” Charmcaster said, running a finger along Gwen’s jaw line, realizing the strong family resemblance. Gwen pulled her face away in defiance and Charmcaster could only smirk. “He said you’d figure us out but I didn’t think it would be so quickly.” Charmcaster eyes slid towards Ben as she spoke before returning her piercing gaze to Gwen. “Did you see him go down on me? He’s very good with his tongue, and he’s a very quick learner.”

“Ben? A quick learner?” Gwen choked out as Charmcaster got even closer, leaning her face down into Gwen’s. It was suddenly hard to breath and Gwen was taking in great gulps of air.

“Oh yes, he knows just where to touch me and he’s so eager. Did you see the way he _fucked_ me? That was the first time he put his _cock_ in my _pussy_.” She emphasized every dirty word as her lips hovered teasingly over Gwen’s skin, her warm breath sending shivers down Gwen’s spine.

Gwen’s eyes were wide open as she tried not to look at anything, especially Charmcaster. Her skin was on fire and the dampness between her legs was beginning to stain her pants anew. She drew in on herself, pressing her legs together and hunching her shoulders as she tried to turn away, anything to escape her current predicament. Charmcaster was quicker and moved so she and Gwen were still face to face and nearly touching.

“I still have his cum in my ass,” Charmcaster whispered in Gwen’s ear, letting her lips brush Gwen’s earlobe. Gwen moaned softly as she took a step back and found a wall behind her.

“Wh-why are you telling me this?” Gwen managed to get out as she fought to stay on her feet, her knees were trembling and her body cried out for pleasure.

“To make you understand,” Charmcaster said as she reached up to cup Gwen’s face. If Gwen could have become any redder she would have but her cheeks already burned as if she stood before a raging inferno. “Ben is the first good thing I’ve had in my life for a long time and I won’t lose him. I love him and I won’t hide it.”

Gwen was panting as if she had run a marathon, her eyes downcast despite Charmcaster raising her face towards her own. Slowly and with a trembling hand Gwen reached up and took hold of Charmcaster’s wrist, finding the strength to pull the girl’s hand off her face. She summoned all her willpower to meet Charmcaster’s intense gaze as tears threatened to cloud her eyes.

“I… I…” Her words wouldn’t come and Charmcaster smiled slyly at the desperate look on her face, leaning into Gwen.

“Yes?”

“Wa-a-ant,” She couldn’t speak, not with Charmcaster pressing up against her, her thigh sliding between Gwen’s legs and mashing against her damp mound.

“Do you want me?” Charmcaster asked softly, her lips brushing Gwen’s for a split second before she glanced towards the front of the Rustbucket. “Or do you want him?”

It was all Gwen could do to keep from having a panic attack as she shook her head in denial of feelings she didn’t want to acknowledge. She tried to focus on her breathing like her martial arts instructor had taught her but fear and confusion and arousal were destroying any sense of calm she tried to attain.

“How did-? I’m not-! I just-” Gwen stammered, unable to voice a coherent thought.

“Or maybe you want us both? I won’t judge, it gets you the best of both worlds,” Charmcaster said as she ran a hand through Gwen’s hair in what could have been reassurance. It only served to make Gwen feel dirty and suddenly she found cold anger consuming all her conflicting thoughts. Charmcaster winced in surprise as Gwen’s grip on her wrist painfully tightened. Before she could do more than frown Gwen twisted her arm and spun her around, pushing her into the opposite wall.

“What?” Charmcaster managed to get out before Gwen put more pressure on her arm and forced a whimper of pain from her.

“Shut up!” Gwen hissed through clenched teeth. “You say you love Ben and then you try to toy with me like this? Give me one good reason why I shouldn’t kick your ass!”

Despite having her face pressed into a wall Charmcaster smiled. “You’re taking this way too personally. You’re acting like I betrayed your friendship but there’s just one problem with that, we’d have to be friends first.”

“So what, everything you’ve said and done since you got here is a lie?”

Charmcaster rolled an eye at Gwen. “Of course not, but a couple hours and microwaved Chinese food doesn’t make us friends.”

“Well then you’re an idiot because guess what? I came back here to tell you I knew and I didn’t care and that I wanted to help you two.”

“Why?” Charmcaster demanded unbelievingly.

“Because… because when I saw you two… together, you were both so passionate and it just… seemed right,” Gwen finished rather lamely, her grip on Charmcaster’s arm slacking as she dropped her gaze. The life seemed to flow out of Charmcaster as she stepped away from the wall and turned towards the back of the Rustbucket, her head bowed and her eyes downcast. Gwen was waiting for her to say anything but silence had enveloped Charmcaster as she shuffled to the couch and sat before curling up into a ball, her eyes peeking out above her knees.

“Charmcaster?”

The older girl seemed to have shut the whole world out as she stared vacantly. Gwen inched closer, not sure what to expect from the erratic teenager. Charmcaster didn’t even glance at her as she reached the couch and cautiously sat down. Gwen had begun to fidget nervously when she heard Charmcaster mumble something.

“What?”

“I really do love him,” Charmcaster said more loudly, still staring straight ahead at nothing.

Gwen grasped her knees tightly to keep her hands from fiddling idly as she turned to face Charmcaster.

“They say love makes you do crazy things,” Gwen said in an attempt to lighten the mood. It didn’t have quite the effect she expected as Charmcaster suddenly uncurled and sat kneeling on the couch, facing Gwen.

“Do you really believe that?” Charmcaster asked as she leaned forward until she was on all fours and her face neared Gwen’s, a flush spreading across her cheeks.

Gwen nodded and opened her mouth to say more but in that instance Charmcaster pressed her lips to Gwen’s.

The lustful flames Gwen had thought extinguished burst to life once more throughout her body. Her eyes were open wide in surprise as Charmcaster kissed her but they slowly closed as the older girl slipped her tongue in Gwen’s mouth, almost seeming to entwine it around her own. Their lips parted for a brief moment as Charmcaster bore Gwen down until she was lying on her back.

From her new position Charmcaster’s hands traveled down Gwen’s body, one stopping to massage a stiffening nipple while the other moved lower to slip under Gwen and squeeze her ass cheek. Charmcaster began pressing her body into Gwen’s, forcing her thigh between Gwen’s legs again. Charmcaster moved her leg up and down, massaging Gwen’s mound and forcing a moan out of her as her legs quaked.

Gwen was helpless as Charmcaster continued to kiss and touch her. She had no time to think as Charmcaster slipped a hand under her shirt and began kneading her undeveloped breast.

“Wa-wait,” Gwen panted as Charmcaster simultaneously kissed her neck, tweaked her nipple, and worked at undoing her pants. Charmcaster pulled away from her so she could look Gwen in the eye. “W-we can’t do this.”

“You don’t want this?” Charmcaster asked with a raised eyebrow as she lifted Gwen’s shirt and took one of Gwen’s nipples in her mouth. Gwen gasped as Charmcaster swirled her tongue around the areola before flicking the nipple with her tongue. She suckled gently for a moment before pulling away with an audible ‘pop’ and looking up at Gwen with smoldering eyes.

“It’s too fast,” Gwen insisted weakly even as her hands gripped Charmcaster’s shoulders tightly. “What about Ben?”

“He can join us if you want him to but right now I just want you,” Charmcaster said as she pulled down the zipper on Gwen’s pants.

“Why?” Gwen asked breathlessly, desperate to slow Charmcaster’s advances.

Charmcaster sat back with an exasperated huff but her hands trapped Gwen in place.

“Do you want this to happen?” Charmcaster asked so bluntly that Gwen bit her lip as her cheeks turned crimson.

“I just want… _need_ to know… before anything more happens.”

Gwen seemed so vulnerable to Charmcaster, her downcast eyes and almost constant blush was so different from the confident and quick thinking girl she thought she knew. Charmcaster reached up to stroke Gwen’s cheek and the younger girl turned her brilliant jade eyes to meet her own.

“Because you treat me just like he does. When we were stuck on that island I had lost my magic, I was almost completely useless. I thought Ben would abandon me but instead he gave me hope and stood by me. No one had ever done that for me before. I didn’t realize it until afterward but I had fallen in love with him then.”

Gwen studied Charmcaster in shocked incredulity, her mouth slightly agape at the older girl’s revelation.

“And… and you feel the same way about me?” Gwen almost couldn’t get the words out, her heart was fluttering as her breath came in shallow bursts.

Now it was Charmcaster’s turn to avert her gaze in embarrassment. “It doesn’t make any sense, does it? I’ve only ever tried to hurt you but now… Is it wrong for me to feel this way for two people after such a short a time?”

Gwen shrugged as she managed a smile. “I don’t know… but maybe we can find an answer together.”

Charmcaster looked back in time for Gwen to catch her off guard with a kiss, this time the younger girl taking the bold course of action of slipping her tongue into Charmcaster’s mouth. Charmcaster wrapped her arms around Gwen, pulling her body tight against her own.

The two of them exchanged kisses as Gwen learned how to use her tongue by practice. Gwen tried not to squeal as Charmcaster slipped a hand under Gwen pants and underwear to squeeze her ass. The older girl began kissing Gwen’s neck as her hands took up exploring Gwen’s body once more.

Charmcaster pushed and pulled at Gwen’s shirt until her chest was exposed. Gwen instinctively covered her body by crossing her arms but Charmcaster cooed at her and slipped her hands under Gwen’s arms. She circled Gwen’s nipples with her thumbs while her other fingers massaged her undeveloped breasts. Gwen stopped trying to cover herself as she writhed in pleasure, her hands instead moving to roam Charmcaster’s body.

She ran her hands through Charmcaster’s unbound pale locks, instantly jealous of the older girl’s beautiful, silky, long hair. She grabbed handfuls of it suddenly as Charmcaster delicately teased one of her nipples with her teeth and her whole body stiffened.

“You’re very sensitive,” Charmcaster purred. She shifted backwards, moving down Gwen’s body until she hovered over Gwen’s crotch. She watched Gwen’s face as she finished undoing her pants, savoring the mix of fearful anticipation and lustful wanting that painted her face. Gwen’s shoes tumbled to the floor as her pants were tugged off and then those too were dropped to the floor. Gwen found herself trembling as Charmcaster spread her legs open, exposing pale blue panties that were soaked.

Gwen wasn’t sure what to expect, having experienced her first orgasm only a little while ago, so when Charmcaster pulled her panties aside and lowered her face she found herself holding her breath apprehensively. Charmcaster’s tongue sliding inside Gwen’s folds forced the breath from her in a great burst and then it was all she could to gasp for air as the older girl sent waves of pleasure shooting through her body with her tongue and fingers.

Gwen had thought her fingers had felt good but every tease and touch from Charmcaster made that experience humdrum in comparison. She traced the edges of Gwen’s sex with her tongue as she slowly slipped the tip of a finger inside her. Charmcaster had already gotten her all worked up earlier and with fear and excitement coursing through her Gwen was on the verge. When Charmcaster began playing with her clit she was rocked by an explosive orgasm that had her whole body arching before she collapsed in a trembling heap.

Gwen lay panting as Charmcaster crawled forward, allowing the fabrics of her clothes to brush against Gwen’s bare skin. Gwen shivered as the different textures bumped and rubbed along her body, a soft moan escaping her before Charmcaster kissed her. She moaned more loudly as the older girl slid her tongue deep into Gwen’s mouth, filling it with the taste of her own juices.

Gwen sighed after Charmcaster pulled back, her silver sheets of hair draping down around them both, making it seem as if the whole world was just the two of them.

“Wow,” Gwen said breathlessly. “Is it always that amazing?”

Charmcaster smiled down at her, “Who says we’re finished? There’s something I want to try.”

Gwen bit her lip at the hungry look on Charmcaster’s face, it made her nervous but she had never felt this good before and she couldn’t deny her own appetite for more. “Okay.”

Charmcaster kissed her again before whispering a few syllables of magic and letting an ecstatic sigh escape her as she felt her magic respond, coursing through her body until it manifested on her lips as crackling purple energy. Gwen could only watch as Charmcaster brought her lips to Gwen’s taught stomach and a cool, tingling sensation began to spread out from the area. Charmcaster planted another kiss just above her navel and the tingling grew stronger, Gwen’s toes curled as she felt a cold burning all over her body.

“What…?” Her question died as Charmcaster kissed one of her nipples and the sensation increased tenfold. Gwen gasped as she came again, her head thrown back as her whole body convulsed. She wanted to go limp but whatever spell Charmcaster had cast was still raging through her body, exciting every sensitive spot at once and making them feel as if they had been rubbed with menthol.

“Earlier you asked what happened on the island, I think you deserve the whole story,” Charmcaster said before going on to relate everything that had happened to her and Ben. Gwen could only half hear her as the tension built up in her body like the incoming tide, continuously sweeping over her until she was drowning in pleasure. By the time Charmcaster finished Gwen’s mouth was open wide in a soundless cry, her pupils little more than specks in the white of her eyes. Charmcaster sat back and watched with rapt attention as Gwen’s pussy gushed with orgasm after orgasm, occasionally trailing her fingers over Gwen’s body as she writhed and seized.

“Is it as good as it looks?” Charmcaster asked Gwen, not really expecting an answer from her as she slid back down between Gwen’s legs, holding her still with a hand on either thigh. “It’s about to get even better.”

Charmcaster kissed Gwen’s clit and the girl nearly bucked out of her grasp as the last of the spell shot through her most sensitive area like a bolt of lightning. It proved too much for Gwen as euphoria crashed over her like a tidal wave and darkness claimed her. She finally went limp as she passed out though her body still experienced an occasional spasm. Charmcaster had to admit that despite her sudden enamoration with Gwen she still took a perverse pleasure from the sight of the girl squirming under her thumb. 

She picked up Gwen’s pants and draped them over her legs after readjusting her panties and straightening out her limbs so she would rest more comfortably. Before she left Gwen she found a blanket and covered her with that as well, kissing her softly as she tucked her in.

Charmcaster cleaned herself up in the bathroom before making her way towards the front and Ben. The sound of heavy footsteps caused her to pause. Glancing out a window, she spied the back of Max Tennyson, unmistakable in his Hawaiian shirt. She eased the door open quietly to warn him that Ben and Gwen were asleep.

It shamed her to remember that she used to think Max was just a doddering old fool. Ben had opened her eyes since then and though he hadn’t exactly welcomed her with open arms, he had been kind and gentle when he examined her for injuries, even thanking her for looking after Ben. She had wanted to tell him how it had been the exact opposite, how good Ben had been to her, even with all their fighting, but she had felt barely half-alive just then and the words wouldn’t come.

He turned as she opened her mouth and once more her words died on her tongue. Max’s eyes, normally dark brown specks that betrayed little, were now black voids of swirling inkiness. Charmcaster took a step back and went for her bag but a fist slammed into her gut, knocking the wind from her and sending her crashing to the ground. She coughed and gagged as she tried to breathe, her hands still scrambling for her bag. Max’s foot caught her in the shoulder and pain stabbed up and down her left arm, her fingers suddenly useless as sensation died in that limb. She shielded herself with her right arm as Max’s shadow fell over her and then his hands were grabbing her roughly, pulling her to her feet despite her soft cries of pain.

Charmcaster’s eyes swam with tears but she fought them back, she knew this wasn’t really Max doing these things to her and she wasn’t going to give the person she suspected was in control of him the satisfaction of seeing her cry. Her hunch was confirmed as Max’s mouth opened and a familiar voice came out instead of his own.

“Charmcaster, I am glad to see you hale and whole,” her uncle Hex said.

Charmcaster clutched at her dislocated shoulder and frowned at the puppet Hex had made of Max.

“Uncle, is there anything I can do for you?” Her voice wavered as she forced herself to remain courteous and submissive. She tasted bile in the back of her throat from the effort.

“I think it’s time you paid me a visit,” Hex said. Charmcaster’s eyes twitched in the direction of the Rustbucket and Max’s features twisted into a sneer, an expression that seemed unnatural on his kind face. The backhand that followed made her vision swim and nearly knocked her down again. This time she looked at her uncle in surprise, cruelty was nothing new from him but this was a viciousness that unsettled her.

“If I come willingly, you will let their grandfather go.”

Max’s hand closed around her throat, forcing her to let go of her dislocated arm to grab at his arm. Hex stopped just short of choking her, leaving her to breathe shallowly as he pulled her close.

“You think to give me an order? Don’t you remember what happened the last time you tried that? Maybe you need a lesson to refresh your memory.”

Charmcaster shuddered as painful memories flooded back unbidden and for a moment, despite herself, she swore she could smell Hex’s decrepit breath even though it was Max’s body he was using. Something was wrong with him, even more than usual.

“No Uncle, but if he goes missing they will come looking for him.”

“That is something you will no longer need to concern yourself with.”

The edge to Hex’s voice sent a shiver down her spine and she realized she had to get away from him no matter what. She took as deep a breath as she could before she let go of his wrist, her right hand darting once more for her bag.

“You dare?” was all Hex said before he struck her with a balled up fist. The left half of her face felt like it had shattered, a thousand blades stabbing from her jaw up to her eye. Darkness swam at the edge of her vision and then it consumed everything as the hand around her throat tightened.


	4. Destination Hex

“Charmcaster!” Ben yelled as he reached for her outstretched hand. Some invisible force held him back and he helplessly watched as she disappeared into darkness.

Then Ben opened his eyes and found himself pressed hard against the table, his hand reaching out blindly. He sat back and shook his head, dispelling the last remnants of the nightmare. He expected to hear voices or movement but there was only silence and as he looked around he didn’t see signs of anybody. That was odd since a glance at a clock told him it was well into the afternoon.

Ben made it to his feet and began to look for people in earnest. He thought he might find them all gathered outside; Max tending to his grill while the girls sat at the picnic table, but there wasn’t anyone outside either. His search finally turned up Gwen sleeping in the back.

Her cheeks were red and there was the faint trace of sweat on her brow, leading Ben to wonder if she had gotten sick.

“Gwen? You okay? Where is everybody?” He gently shook her as he asked and her eyes fluttered open.

“Charmcaster…?” Her voice came out as little more than a moan that had Ben’s eyebrows shooting up.

“What?!”

Gwen’s wits suddenly returned to her and she sat up in a rush, almost spilling the blanket in her hurry before snatching it back up to keep herself covered. Ben was still looking at her quizzically as her face grew even more flushed.

“Is everything alright?” Ben asked.

Gwen clutched the blanket up under her chin as she looked about the darkened room, “Is Charmcaster around?”

Ben shook his head, “No, and Grandpa’s not back either. Why do you need her?”

“I don’t need her!” Gwen snapped defensively before biting her lip and blushing. “I mean, it’s just, when I got back from my walk Charmcaster and I, we had… had a talk and I know.”

“Know what?” Ben asked, more concerned with Max’s and Charmcaster’s absence than whatever Gwen was trying to say.

“Ben, I _know_ ,” Gwen said, pursing her lips and raising her eyebrows to give the word more emphasis.

Ben was quiet a moment before he stumbled backwards in realization. His eyes were open wide in abject terror and his mouth worked silently. Gwen had never seen him this afraid, not even when he’d faced his phobia of clowns.

“Ben, don’t freak out, it’s… okay.”

Ben paused mid-breakdown and stared at Gwen like she had just grown a second head.

“Did she just tell you?”

“No, I figured it out,” Gwen said, trying to fight the blush that was creeping across her face.

“And you’re… okay with this, with us being together?”

“More like there would be more trouble from everyone finding out than if I kept quiet. Now what were you saying about Grandpa not being back yet? What time is it?”

“It’s pretty late in the afternoon, he should have been back by now and Charmcaster’s not around either. Come on, help me look.”

Gwen’s blushing was almost out of control as she bit her lip and her hands clenched into fists, bunching up the blanket covering her, “I’ll be out in just a minute.”

Ben gave her another quizzical look before shrugging and heading outside. He wasn’t sure what he was looking for as he slowly turned in place, scanning the area. He ought to just go Stinkfly or XLR8 and search around.

“I’m surprised you haven’t gone alien yet,” Gwen said as she stepped out of the Rustbucket while she tucked what he thought was her spellbook in her back pocket. She seemed better, less flushed and jittery. Her eyes narrowed in the late afternoon light, taking everything in with a more scrutinizing gaze than Ben was capable of.

“So what else did you talk about?”

“What?” Gwen asked, spinning to face Ben.

“I’m sure you two talked about more than just our relationship. So, what else?” Ben said idly as he looked in the direction of the town they were camping just outside of. It seemed a likely direction for Charmcaster to head in and he might catch sight of Max returning.

Gwen was glad he wasn’t focused on her because she was sure her whole head must have turned red. “Well, yeah, we talked about other stuff,” Gwen said, panicking ever so slightly. She should tell Ben what happened but it didn’t seem like the right moment, maybe she and Charmcaster could tell him together. She hoped that would make it easier. “We talked about how she and I were going to get along.” That was close enough to the truth to not be a complete lie.

“You seemed to be doing fine earlier,” Ben said as they came to the main road that led into town.

“Yeah, when she was starving and still recovering from a near-death experience. She doesn’t exactly make it easy to get along with her.”

Ben laughed at that, “Tell me about it. She kept threatening to kill me for the first two days we were on that island.”

Gwen laughed softly before growing quiet and chewing on her lip. “How do you feel about her Ben? She’s told me how she feels about you.”

Ben looked over his shoulder at Gwen, smirking, “Yeah? What did she say?”

Gwen managed a coy smile and held her hands behind her back. Everything about the way she held herself told Ben that he’d have to answer her first. “Okay. I’ve nearly died for her and she’s risked her life for me. I’d do it again in an instant and you don’t do that unless you feel very strongly for someone.”

“That’s rather vague Ben. You could say the same of you and me.”

Ben almost grimaced before shrugging off the thought, “Nah, you and me? We save each other’s butts because we don’t want to get in trouble with Grandpa and our parents.”

Ben kept walking for several yards before he realized Gwen had stopped. He turned around and the way she was looking at him was like he had slid a blade into her heart, shock and hurt tented eyebrows over eyes that looked like they were shimmering with fought back tears.

“Gwen, that was a joke.”

“Well it wasn’t funny! You’d think you’d be less of a jerk after everything that’s happened.”

Gwen stormed past Ben, charging ahead down the side of the road. Ben furrowed his brow as she outdistanced him. Where had that come from? Gwen usually had much thicker skin when he teased her. He jogged until he caught up with her and even then he had to hurry after her.

“Gwen, I’m sorry. You know I’ve got your back, we’re family.”

“So what is Charmcaster then?”

“Why does it keep coming back to her? What did you two really talk about?” Ben demanded, stubbornly planting his feet and waiting for Gwen to face him.

She turned reluctantly, her eyes unable to meet his and her hands held stiffly at her sides.

“Ben… I… We-” Gwen’s stammering was cut off by the sudden blaring of sirens.

They both stared as a County Sheriff cop car tore down the road, an ambulance and a fire truck following in its wake. As Gwen turned to watch them disappear down the road she caught a faint flash of green light in her peripheral. She spun back around and was greeted to the sight of Stinkfly.

“Get on! But don’t think we’re done with this.”

Gwen jumped onto his back with practiced ease, Stinkfly’s armored thorax forming a nearly perfect natural saddle. His four wings began fluttering, moving faster and faster until they were invisible to the human eye and then they were in the air. Ben’s wings created a gentle thrumming that reverberated through his body. Gwen had never noticed how nice that soft vibration felt between her legs before and tried to ignore it, wrapping her arms more tightly around Ben’s heavily plated chest even as her cheeks grew red.

Very quickly the town came into view and Gwen experienced a wave of sobriety as they surveyed the devastation. Just off the town’s square it looked like a warzone had broken out, the street broken into uneven chunks and all the store fronts looked like they had been shelled. Ben banked away from the destruction, flying in a wide circle over the rest of the town but that was only place that showed any damage.

“Do you see him?” Ben’s high pitched and nasally voice called back to Gwen as all four of his eyestalks scanned the streets.

“No,” Gwen yelled over the wind as she leaned out to look as well. “Take me down, maybe I can find out if anyone has seen Grandpa or Charmcaster.”

Ben complied, dropping altitude as he aimed for a back alley where people were less likely to see him and freak out. As soon as he touched down Gwen hopped off and made her way to the street.

Emergency vehicles from various larger towns were everywhere and so were men and women in uniform. Sheriff’s deputies were keeping the townspeople back while firemen searched the buildings for injured, occasionally guiding EMS workers into them to help stabilize people before they were moved.

Despite their training and attempts to maintain control, the scene was chaotic as more and more people showed up to see what was going on. Some saw the ruins of the buildings along the street, places where they knew loved ones to be, and threw themselves at the police barrier. Gwen didn’t have any trouble putting on a fearfully concerned face as she approached one of the deputies keeping people back.

“Can you help me? I’m looking for my grandfather.”

The deputy was a younger man and this was something he likely thought he’d never have to deal with, judging by the way his face softened at Gwen’s pleading tone.

“Sure thing, little lady. Do you know if he was in any of these buildings?”

“He might have been. We’re camped just outside of town and he came to get some things. It’s been a while since he left though.”

“Okay, what does he look like?”

“He’s a few inches taller than you, gray hair, kind of heavy set and he’s wearing a red Hawaiian shirt.”

“I’ve seen him!”

They both turned to see a middle aged man on a gurney. He had pulled off an oxygen mask and was pushing away an EMS worker as he sat up.

“He came into my shop,” he gestured towards one of the shops, there was almost nothing left of its front. “I remember the shirt. Must have been right before everything went to hell though because the next thing I remember is being pulled out from under half my shop.”

At that point the EMS worker insisted he lie back down and put the oxygen mask back on. The deputy was already on his radio by the time Gwen turned back to him.

“Have we cleared the electronics repair store? I’ve got someone who believes a relative was in there with the owner.”

There was silence for a moment before the radio crackled with a reply, “It’s clear. We didn’t find anyone else or any sign of another person. Preliminaries also suggest that store was where this all started as well.”

The deputy turned to Gwen only to find her gone. He gave a start and scanned the area as he scratched his head but couldn’t spy her anywhere. Gwen watched from the corner she had ducked around as he spoke into his radio again. He was likely telling the others to keep an eye out for her. She hadn’t wanted to disappear like that but without Grandpa around he would have had to take her to Children Services and she needed to get back to Ben.

He wasn’t there by the time she got back to the alley. She looked to the sky to see if he might have taken off again but didn’t see any sign of him buzzing around. Probably for the best, people were likely to incorrectly connect Stinkfly’s presence to the damage on the street. Gwen was wondering if she dared go back to look for him when a hand grabbed her shoulder. She reacted before she thought, grabbing the wrist with both hands and twisting as she stepped to the side and then back. By then Ben’s cries of pain had registered and her hands sprang away from him, leaving him to glare at her as he rubbed at his shoulder.

“Geez, what’s got you so jumpy?” However angry he was it was quickly forgotten as something occurred to him. “Is it Grandpa? Was he there?”

Gwen shook her head, “Someone remembers seeing him before whatever happened out there but I don’t think they’ll find him in the rubble.”

Ben nodded his agreement, “After the watch timed out I asked about Charmcaster. No one has seen her but some people thought they saw a strange man around town, black robes and a hood with a weird walking stick. Sound familiar?”

“Hex?”

Ben nodded again, “I think him and Grandpa fighting could have easily done that kind of damage.”

“Okay, that might explain some things but what about Charmcaster?”

“All I know is that she seemed pretty afraid of him coming for her back on the island.”

“Great, so Hex could have Grandpa _and_ Charmcaster captive and we don’t have any clue as to where he might have taken them.”

“Is there a spell you could use to find them?”

Gwen rubbed at her chin nervously. She hated to admit it but her magic wasn’t as honed as she wished it to be, but not from a lack of effort. Magic, she had found, had its own set of rules that she was still trying to figure out. It was like being given a fully functioning rocket with no knowledge of rocket science.

“Maybe we just need to think about who we’re up against. What does Hex normally want?”

Ben shrugged, “Power, world domination?”

“Yes but always through magic,” Gwen said as she tapped her lip in contemplation. “Is there a library here?”

“I think so, why?”

“We need to do some research.”

Ben looked to the sky in exasperation as Gwen turned towards the street, “Grandpa and Charmcaster get kidnapped and now homework? Could this get any worse?”

***

Max awoke quietly, keeping his head down and breathing steady as he realized he was bound to a post with his arms behind his back. The first thing he thought to do was check his extremities. Feet and legs felt like they still worked properly, so did his arms and hands though his right hand throbbed with a dull ache.

He kept his eyes closed as he listened to his surroundings, using years of experience to gather information. He picked up on someone else’s breathing, though from the soft, steady rhythm they weren’t conscious.

He opened his eyes a fraction and saw warped floor boards, it was a wonder he didn’t have any splinters. He opened his eyes all the way and found he was in some sort of cabin. It was dimly lit by an old lantern that was nearly black from the smoke deposits on the glass. He saw shelves and cabinets that were full of jars with mysterious contents as well as strange plants and a mishmash of bones scattered about. And then he found the other person he had heard.

It was Charmcaster, lying in an open part of the room at the center of an intricate series of chalk drawings. It screamed of magic to Max and he didn’t like it one bit. Then he saw Charmcaster’s face, one side swollen and darkening into a massive bruise. Max was usually a calm and collected individual but at the sight of her battered face he felt an ugly, boiling anger deep in his gut. He tested the ropes binding his wrists together and found they dug into his flesh at the slightest motion. He’d get nowhere with that unless he found something with an edge to use. He leaned back against the post but it was surprisingly sturdy. He braced his feet against the floor to push at it harder but all he produced was a slight creaking.

He froze when he heard movement but it quickly became clear it wasn’t footsteps. He looked to Charmcaster and saw her limbs slowly scraping against the floor. Her right eye fluttered open, the left was swollen shut, and slowly began to take in her surroundings. When she caught sight of him she tried to push herself up, tried being the word since her left arm was dislocated and the pain that shot through her body caused her right arm to give out on her.

“Don’t move Charmcaster, save your strength,” Max whispered softly for fear of drawing their captor’s attention.

Charmcaster reached out with her good arm towards the edge of the innermost circle drawn around her. A flash of red light appeared as the tips of her fingers tried to breach it and her arm recoiled as if she had stuck it too close to a fire.

“It’s fine, not going anywhere anyway,” her words came out as little more than a mumbled groan as she rolled onto her back, revealing dark bruises on her throat.

“Don’t worry, we’re going to get out of here.” Max wanted to be as reassuring as possible. Judging from the look of her he needed to keep her attention focused on him so she wouldn’t drift off. He was afraid she might have a concussion or some other kind of internal injury.

“I told him to let you go, didn’t want Ben or Gwen to get hurt coming after me.”

Max was taken aback by that. It wasn’t that he thought her incapable of such selflessness, just that he hadn’t expected it from what he knew of her; it made him realize he needed to reevaluate his opinion of her.

“Trust me Charmcaster, Ben wouldn’t go through what happened to you both on that island just to lose you to Hex.”

That caused the half of her face that wasn’t bruised to smile as tears fell from her eyes.

“Something’s wrong with Uncle Hex, he’s worse than he’s ever been.”

As if her words had summoned him the sound of footsteps could be heard approaching from outside.

“Pretend to be unconscious,” Max whispered as he let his body go limp, his head slumping forward once more.

The door to the cabin opened on screeching hinges, the sounds of the wetlands slipping inside in the silence before the door closed. Hex’s footsteps approached Max and he focused on keeping his breathing shallow and steady. There was a brief pause in his movements and Max swore he could feel the sorcerer’s eyes on him. He was beginning to wonder what Hex was doing when his footsteps continued, moving away from him. Max risked a glance out of the corner of his eye with Hex’s back to him. He found him standing over Charmcaster and she was glaring up at him.

“What do you want with me Uncle?”

Max wished she wouldn’t sound so defiant, if Hex had done that kind of damage to her already, provoking him could get her killed.

“I am repaying your treachery. I sent you on a simple mission and when you failed to return I consulted the bones and stars. They told me I would be betrayed by my blood and to seek them in the house of my enemy. Imagine my surprise at finding my dear niece travelling with Lucky Girl and her troublesome family.”

“Uncle…”

“Silence!” Hex roared, a gust of wind emanating from him that shook the walls of the cabin. “I have suffered enough of your incompetence and duplicity. Now you shall serve my purposes one last time. From you I shall have the youth and power I need to carry out my plans.”

Charmcaster’s eye opened wide as he spoke and then she scanned the arcane drawings on the floor, fear growing more apparent on her face by the second.

“Uncle, you can’t-”

Hex silenced her with a hand around her throat. “I can and I will. But before the time is right I shall enjoy you one last time.”

Hex’s free hand ran along Charmcaster’s cheek before moving down her body. She tried to fight him but he just squeezed tighter as he grabbed at her, roughly fondling at her breasts beneath her shirt. Max could no longer stand by and watch as Hex’s hand began to move lower.

“Get your hands off her, monster!”

Hex dropped Charmcaster as he rose, turning to face Max. Max’s boot caught him square in the face as he threw it with a kick, it was a one in a million shot but Max was used to those odds. Hex stumbled backwards clutching at his face where his nose might have been broken and tripped over Charmcaster. His body broke the circle containing her and there was another flash of red light before it disappeared.

“Run Charmcaster! Get out of here!” Max bellowed. This time she listened, pushing herself up with her good arm and running for the door. She spared one last fearful glance at Max but he only smiled reassuringly and nodded before she darted out the door.

Hex was spitting out a string of curses in a variety of languages as he picked himself up and when he saw Charmcaster was gone he howled with rage. He made to pursue her but Max wasn’t done yet.

“Where do you think you’re going?” Max yelled as he freed his foot from his other boot and sent it flying. He had been aiming for Hex’s head again but this time the sorcerer dodged the projectile and it soared past him to crash into the oil lamp on the table. Flames jumped everywhere as the glass shattered and soon a whole wall of the cabin was alight.

Hex looked at the flames before smiling at Max, displaying an array of crooked teeth.

“I would stay to finish you off but it seems fate will do that for me.” And with that he disappeared out the door.

Max didn’t wait for the door to shut before he began struggling to get free. He only earned bloody lines in his wrists from struggling with the ropes and the beam he was tied to was still unmoving. He tried making it to his feet to gain better purchase against it but the ropes were too tight. It was probably for the best since the smoke from the fire was already making the air hard to breathe.

Despite the flames spreading to almost half the cabin Max was still calm. He blinked sweat out of his eyes and rhythmically threw his weight against the beam, hearing it groan louder and louder with each push. Just as he thought it might give there was a thunderous crack overhead and part of the ceiling came crashing down. Max went into a coughing fit and shut his eyes as a storm of embers blasted him in the face.

“Grandpa!”

Max’s head snapped up at the sound of his granddaughter’s voice, “Gwen! Stay back! This place is coming down!”

Even with the flames and the smoke blinding him Max swore he saw a flash of green light. An ethereal howl suddenly filled the air and the wall to Max’s right came crashing down as a blast of sonic energy slammed into it. Ben, as Benwolf, leapt inside and came down with wood splintering force next to Max. The snout of his alien form pealed back in four parts and another blast of sonic energy swept over the cabin, the burst of sound so intense it snuffed out some of the lesser flames and knocked everything else back. Having bought some time Ben slipped his claws between the rope and Max’s skin, slicing the restraints with ease. He gently scooped Max up in his arms and leapt out the way he came in.

After the intensity of the flames Max found the swamp downright chilly, he shivered as he coughed and then blinked as he felt a pair of small hands touching his face. It took his eyes a while to adjust to the dying light and then Gwen’s face came into focus.

“How’d… you find this… place?” he asked in between fits of coughing.

“We found out Hex was in town so we did a little research. Turns out there are a few historical sites with links to voodoo magic in the area so we came looking for them.”

Max smiled at Gwen’s resourcefulness and then looked to Ben, his green eyes scanning the surrounding woods.

“He had Charmcaster but she got away. She’s out there somewhere, hurt and scared and he’s after her.”

Ben didn’t wait for him to say anymore, he turned and leapt into the swamp, sprinting away as soon as he landed.

“Go after him Gwen. He’ll need your help.”

Gwen’s concern for him was replaced by surprise, “But-”

“I’ll be fine, just need to catch my breath. Ben’s angry, even as an alien I can tell. He’ll need your help to keep from doing anything he’ll regret.”

A strange look came over Gwen, a tentative nibbling of the lip that suggested she knew more about what he was talking about than he did.

“Okay, I’ll bring them both back,” she promised before turning to follow after Ben. As she ran she pulled a small rectangular object out of her back pocket that expanded into Ben’s hoverboard. She leapt onto it as she reached the end of the solid ground and sped away.

Max slowly picked himself up as his granddaughter disappeared from sight. He stood there until the rest of the cabin finally collapsed inwards, spitting a cloud of embers into the sky as if trying to make up for the starless night.


	5. The Witching Hour

Ben’s chest heaved as he charged through the swamp, his alien eyes filtering the darkness into a vibrant scene of purple with flashes of white. He was running as much to catch Hex and save Charmcaster as he was trying to outrun his memories. Despite himself he was going back to just a little while ago.

He and Gwen were at the library, staring at a computer screen with the local history on display. Gwen was in overdrive, she had an assortment of books open and was constantly looking through them while checking the screen and occasionally opening a new window to perform a search request. Even with Max and Charmcaster in danger it was all Ben could do to keep focused.

“Come on Ben, there has to be something here that will help,” Gwen chided as she scanned through several pages of a book before shutting it and tossing it into an empty chair.

“Why don’t I just go XLR8? I could have the whole area searched before we’d find anything here.”

Gwen glanced at him out of the corner of her eye before letting out an annoyed sigh and muttering under her breath.

“What was that?” Ben asked, turning to face Gwen.

“I said, ‘I don’t know what she sees in you,’” Gwen snapped quietly.

Ben stared hard at Gwen for a moment before slamming the book in front of him shut with a thunderous clap. “That’s it!”

Gwen looked up in surprise as he grabbed her wrist and pulled her away from the computer station and glaring eyes of those he had disturbed with his outburst. He dragged her amongst the darkened shelves, finally stopping when they came to a secluded area filled with quiet.

Ben rounded on Gwen, jabbing a finger in her face as he spoke quietly but harshly. “What is it with you and Charmcaster? First you seemed afraid of her being around, then you wanted to know how I feel about her, and now I’m not good enough for her? Exactly what happened?”

“We had sex Ben,” Gwen blurted out, her eyes dropping as her face grew red.

Ben stared at her with wide, unbelieving eyes, “You? And Charmcaster? But you’re… and she’s…”

Gwen’s face was growing redder by the second, “I saw you two having sex and I confronted Charmcaster about it. We argued and then she told me that she was in love with you-”

“How does that turn into you two having sex?” Ben demanded.

Gwen flinched at his callous tone but pressed on, “And then she said she felt the same way about me and… and I think I’m in love with…”

Ben turned away suddenly but Gwen reached out and spun him back around. He opened his mouth to tell her off but found Gwen’s lips pressed to his instead. Lust registered first but was immediately overridden by equal parts shock and horror. He grabbed Gwen’s shoulder and pulled her away from him, his mouth working soundlessly.

“You both,” Gwen finished, her blush at maximum burn across her face.

Ben didn’t know what to say. What _could_ he say? His head was beginning to hurt from all the thoughts and questions that were raging inside it. In the end he let go of Gwen’s shoulders and turned away. He could only imagine the look of hurt upon her face as she pleadingly called out to him, “Ben?”

“Come and get me when you find someplace to start looking.”

Gwen left quietly and once he was alone Ben sank to the floor, his head falling back to rest on a bookshelf.

What was he going to do? Part of him wanted to after Gwen and yell at her, tell her he shared enough with her already and that he wasn’t going to share Charmcaster. He quashed that petulant urge, it made him feel extremely childish, which was a feat in and of itself considering how much of a child he could be sometimes. He wanted to tell Gwen that it couldn’t be like that between them because they were cousins but then he’d be lying to himself as well. As much as he wanted to he couldn’t deny that there was a part of him that wanted her, that kiss had just proved it. Maybe it had been everything they had been through over the course of their summer vacation or perhaps it was simply a result of his sexual awakening with Charmcaster, but regardless, Ben had developed a level of feeling for Gwen that went beyond their familial bond.

And now he had just been a complete ass to Gwen, she had told him the truth knowing he’d react badly and he hadn’t failed to disappoint. Ben punched his thigh in frustration. He really wished Charmcaster were around, somehow her presence would make this easier.

He sat there for nearly half an hour hating himself and the situation he was in before Gwen appeared at the mouth of the aisle again and then they were off. Even now an acrid anger burned in his chest and the thought that Hex had hurt Charmcaster was like a cauldron in his chest threatening to boil over. A growl rumbled in his throat as he finally picked up Hex’s scent, his senses weren’t as sharp as they were when he was Wildmutt but he could still track. It helped that Hex’s scent had been all over that cabin, a musty odor that reminded Ben of crypts and old books, he hated it and how it filled his nose. Ben stopped suddenly to rear his head back and let his rage pour out of him in a howl that echoed through the woods.

He sucked in the cold night air, letting it eat at his anger. He wouldn’t be able to help Charmcaster if he couldn’t focus. He moved slowly now, following the scent while his ears strained for the slightest sound in the silence that followed his howl.

“… you think you could escape me?”

Ben’s ears pricked up at the faint sound of Hex’s voice and he had to keep himself from charging forward. He padded forward silently on all fours, staying low to the ground. There was a clearing up ahead where the moonlight broke through the canopy and that was where Ben found Hex and Charmcaster.

“I can track you anywhere in the world so long as I have this,” Hex boasted as he held up Charmcaster’s bag. He loomed over Charmcaster, all Ben could see of her was her pants which were caked in mud up to her knees. Ben lowered himself almost to the point of lying down as Hex turned away to etch something in the dirt with his staff. She was bound to a tree with smears of mud in her hair and on her face. Despite that Charmcaster’s battered and bruised features filled Ben’s vision and all sense of caution fled his mind.

Hex looked up just in time for Ben to slam into him, taking them both down in a pile of claws, fangs, and fists. Ben was bigger and stronger but Hex still had a hold of his staff and before Ben could do any real damage a blast emanated from the strange skull atop it and hit him full in the chest. The smell of burning hair filled his nose as the attack knocked him off Hex but his frenzied anger crowded out any sense of pain. He skidded through the mud before he was able to get his feet back under him and then leapt to avoid another blast. At the peak of his jump his snout peeled apart, a burst of sonic energy tearing apart the ground as it swept towards Hex. Hex slammed his staff into the ground and a wall of dirt formed before him, Ben’s attack smashed it apart to reveal Hex had used the cover to disappear.

Ben scanned the area, turning faster as a rumbling filled his ears. A fist of earth erupted at his feet and this time Ben felt it as it struck his chest with a heavy crunch. He was on his back trying to breathe when Hex appeared over him.

He sneered down at Ben, “It seems I shall be rid of a great number of hindrances this night. After I have dealt with you and my seditious niece I shall have to make the effort to collect the head of Lucky Girl as well.”

Hex’s laughter filled the clearing and suddenly Ben found white hot fury burning everything else away. He lashed out at Hex with his leg, kicking his legs out from under him and scoring gashes across the both of them with his claws. Hex screamed as he fell, Ben’s savagery taking him by surprise. He tried to raise his staff but Ben swung his other leg up and kicked it out of his grasp. A look of realization and horror passed across Hex’s face as he stared into Ben’s dripping maw, and then Ben was on him, teeth and claws tearing into flesh.

“Ben! No!”

Ben’s head snapped up from mauling Hex’s shoulder to see Charmcaster staring at him, her good eye opened wide in shock.

“Why not?” Ben snarled in a guttural voice, Hex’s blood dripping from his teeth. “You taught me that sometimes monsters need to be killed.”

“He’s not a monster!”

“Isn’t he?!” Ben roared. He grabbed Hex by his robes and lifted him off the ground just enough to slam him back down with a dull ‘thud’. “Look at what he’s done to you! He left Grandpa to burn!”

Charmcaster’s face twisted into a horrified mask, “Is he…?”

“He’s fine, we saved him. But he,” Ben slammed Hex into the ground again. “He would do it all over again in the blink of an eye!” The Omnitrix began to beep and suddenly Ben was his normal kid self standing over Hex. Hex groaned, his head rolling back and forth as he bled from bite and claw wounds all over his body. Ben planted a foot on his chest to keep him from going anywhere.

“Ben, I was wrong! I was wrong about it having to be you. That’s why I killed the Shaldoth, so you wouldn’t have to.”

Ben stared at her with confused anger darkening his features. “If we don’t stop him he’ll come after us again. Let me do this Charmcaster. I want to do this, for you.”

Charmcaster shook her head as tears fell freely down her face, “It will change you. You won’t be the same person, the same Ben that I love. Please, I don’t want to lose you.”

Ben’s hands trembled with rage as he looked between Hex and Charmcaster before he finally stepped away from Hex with a heavy exhalation. He knelt beside Charmcaster as he pulled at the vines restraining her, occasionally glancing at Hex to make sure he stayed put.

“So what was all this for?” Ben asked as he worked at getting Charmcaster free.

Charmcaster answered hesitantly, her throat raw from screaming, “He was going to steal my body.”

Ben paused, “You mean like what you tried to do once.”

Charmcaster shook her head, “No, this spell is more powerful and comes from much darker magic. We wouldn’t have switched bodies, he would have taken over control of me with no way to reverse it.”

Ben frowned, frustrated by how tough the vines restraining Charmcaster were and bothered by the implications of what she was telling him. “So he did all this just to be younger? Guess the Fountain of Youth didn’t take.”

“For a while it did, but I think watching the youth he had gained slip away drove him over the edge. The one thing my uncle truly fears is his own mortality.”

“A Master Magician has nothing to fear from death!”

Ben and Charmcaster both jumped and looked to see Hex had somehow made it to his feet. He clutched his staff in his left hand, blood dripped down his right arm from the wound in his shoulder. He shuffled forward looking like he was going to collapse at any second. Ben shifted from kneeling beside Charmcaster to standing in front of her.

“Walk away while you still can,” Ben said quietly, his jaw set firmly as his hands clenched into fists.

Hex sneered at Ben even as he stumbled, “The moment to cast the spell has not yet come, I am not beaten yet.”

“Are you sure about that last part? You might want to check again.”

Everyone turned to see Gwen fly out of the darkness on a hoverboard. She swooped in low and kicked off the board, catching it with one hand as she landed beside Ben. She spared a glance for Charmcaster, intending to give her a reassuring smile and nearly cried out at the sight of her injuries. Instead she took a steadying breath and faced Hex with a glare. Rather than being unnerved by being outnumbered Hex smiled with what seemed misplaced confidence.

“What did he mean the moment hasn’t come?” Ben asked quietly, his right hand on the Omnitrix so he could go alien the moment it gave him the green light.

“The spell can only be performed at midnight,” Charmcaster said softly.

“It’ll be midnight any second!” Gwen whispered, not fully aware of the situation but always worried about Hex casting a spell.

“Then we need to finish this. Gwen, protect Charmcaster.”

Before either of the girls could say anything Ben yanked the hoverboard from Gwen’s grasp and dashed forward. Hex raised his staff to attack him but Gwen was faster on the draw, gesturing with her hand as she yelled out, “Praemium!”

A blue orb shot from her hand and where it struck the earth there was an explosion of dirt that nearly knocked Hex over. By the time he recovered his balance Ben had sprinted the distance between them and dove forward, holding the hoverboard beneath him like a wakeboard. He forced Hex to jump aside and scrambled to his feet so he could bank back around, the hoverboard more responsive to the shifts in his weight once he was standing. Hex tried to go after Gwen and Charmcaster but Ben didn’t give him a chance, constantly diving at him like an agitated wasp.

“Get Charmcaster out of here!” Ben yelled as he nearly checked Hex in the head.

Gwen was already working on it. She had grabbed up Charmcaster’s bag from where it had fallen during Ben’s fight with Hex and with Charmcaster’s help she had produced a simple blade from the bag that she was using to saw through the vines.

“ **Enough**!” Hex roared, desperation and rage fueling him as he slammed his staff into the ground. Explosions rocked the clearing, throwing up clouds of red. Ben was thrown from his hoverboard by an explosion that erupted right beneath him. His ears rang, his vision swam, and as he pushed himself up there was the coppery taste of blood in his mouth.

He spat blood as he got to his feet and as the red smoke cleared he looked for Gwen and Charmcaster. He caught sight of Gwen first, she was lying on the ground near the tree and appeared to be unconscious. There was no sign of Charmcaster and that turned Ben’s stumbling shuffle into a run. He knelt beside Gwen as his head swiveled left and right, his ears were still ringing and he was afraid of Hex attacking him while he was so vulnerable. Gwen groaned as he shook her shoulder but didn’t stir, he took it as a good sign that her breathing was steady.

Something moved in the corner of his eye and he turned to see Charmcaster floating through the air, her body hanging limply like a ragdoll being carried by an invisible hand. As the final bits of red clouds drifted away he spied Hex directing Charmcaster’s body to an unbroken spot in the clearing. Ben narrowed his eyes and saw scratches in the dirt all around where Charmcaster was coming to rest. It dawned on him that that was the spot where Hex had been using his staff to draw something when he found them. There was an intricate design on the ground that reminded Ben of the portal Charmcaster had created to get them home, only more complex.

Ben was about to recklessly charge Hex again when a chime from the Omnitrix nearly made him cry out with joy. He began turning the dial on the device, Fourarms would finish this quickly enough… except Hex could escape prison again and come after them. The errant thought gave Ben pause and he began making a new selection as he ran toward Hex and Charmcaster. The sorcerer saw Ben coming and pointed his staff towards him; Ben bared his teeth in a growl as he continued his headlong run. A blast of yellow energy flew at Ben but he didn’t make to dodge it, instead he waited until the attack was nearly upon him before he slammed the plunger down on the Omnitrix.

The blast exploded on impact, kicking up a small cloud of dirt and when it cleared there was no sign of Ben.

***

Hex laughed as the dust settled and there was no trace of that nuisance Ben Tennyson, at last his plan was going to work. In a moment he would shed this decaying husk of a body and be reborn in Charmcaster’s. Truthfully anyone’s body would have done just as well (and he had considered using Lucky Girl once she had shown up) but he was too prideful to allow just any maggot to contain his essence so it had to be Charmcaster, she at least shared his blood even if she was a pitiful excuse of a magician (and he had something especially horrific in mind for Lucky Girl once he was made anew).

He turned his attention back to his niece as he felt the moment draw near, magical power was welling up all around him as the runes began to glow softly with a red light. He threw his arms up, fingers outstretched, allowing the eldritch energies to gather around him like a lightning rod as he began to recite the words that would begin the spell.

“Aevum Corripio Aufero Somes!” His voice rumbled like thunder from his chest. “Give me the immortality that is so rightfully mine!”

The runes he had drawn into the dirt went from glowing to shining so brightly they lit up the night sky as the spell poured energy into them and they forced the fabric of reality to bend to his will, a wind beginning to kick up around him.

“Oh you’ll get your immortality alright, just not the way you expected it,” a small voice called out to him. Hex’s eyes went wide in surprise and he scanned the area for the source. He found it sitting on Charmcaster’s knee, a grey little creature with large yellowish green eyes.

“What-?”

“It took me a second to puzzle out your magical alphabet, actually more like 7/10ths of a second, but who’s counting? Anyway, once I figured out what all this said I did you a favor and made a few adjustments.”

“What?!” Hex screamed, his eyes turning to scan the layers of magical writing. “One wrong rune could kill us all!”

“That’s why I was very careful. See? I only changed the ones here, here, and here,” the little creature hopped off Charmcaster to point to the places where it had altered his designs. Hex’s eyes grew wide as he stepped back, his staff falling from his hand. Every spot that had been changed were the marks that designated where his soul was to go once it was pulled from his body. Panicking, Hex tried to stop the spell but it was too late, too much magic had been fed into the runes, it was beyond his power.

“You’re going to be a tree Hex,” Grey Matter said evenly, Ben’s complete lack of malice making it somehow more sinister. “Judging by the trees in the area, it’ll be a _thuja occidentalis_ , more commonly known as the Tree of Life. They live for over a thousand years so you’ll be as good as immortal.”

As Ben spoke Hex shook his head, trying to deny the reality of what was taking place but already he could feel the spell going wrong around him. He turned to flee as if he could outrun what was about to happen to him but before he made it five steps a strange a tugging sensation in his chest stopped him in his tracks, it felt like an intangible hook was pulling at something deep inside him. He stared at his chest trying to discern the source when it intensified into a horrific ripping sensation that made it feel like he was being turned inside out. Hex fell to his knees clutching at his chest and opened his mouth to scream but no sound escaped his throat. Instead he threw his head back and a red cloud poured out of his mouth like he had become a human fog machine.

Hex’s vision swam and then violently shifted and he was no longer staring up at the night sky but at himself. His new bodiless perspective allowed him to watch as the last of the cloud left his body, and when it did his flesh began to whither and shrivel. In a matter of moments his body became a desiccated shell that collapsed into a pile of dust that was easily scattered by the gusting winds that had been blowing around him.

The runes drawn into the ground began to pulse as their glow faded until they shone like well-stoked embers and he could feel his new form being directed by them. As they guided him towards a young tree on the edge of the clearing the last thing he saw were two yellowish green eyes standing out against the darkness. They watched him without any sign of emotion and then the spell was finished and the Master Magician Hexlord found his consciousness fading away. He noted that he was peculiarly at peace within the confines of his new body but even that sense of self awareness faded and then he was just one tree content with its place in the forest.

***

Ben stared at the tree that was also Hex for a long time. He half expected it to uproot itself and come after him but it remained very much just a tree. He finally came to the conclusion that if Hex could have escaped he would have by now. Accepting that allowed him to let out a great sigh of relief.

Ben hadn’t been sure that going Grey Matter was going to work. The whole thing had been a ridiculous gamble that made him sick to think about now that he had the computing power to realize how slim his chances had really been. He shook his head as he walked across the clearing to where the hoverboard had crashed. He hopped onto it, expecting it to rise into the air at his touch. Instead it sat there like a stone and no amount of foot stomping made it budge. He could hardly lift it as Grey Matter but he managed to prop it up to get a look at the underbelly. The blast that had knocked him from it had broken open part of the board. It looked damaged and he’d need to fix it before the Omnitrix timed out if he wanted to get Gwen and Charmcaster out of the swamp quickly.

He found a couple of sticks to keep it up and crawled underneath, feeling like a mechanic working on a hotrod. The sound of footsteps approaching caused him to peer out from under the board, he recognized Gwen’s shoes. He pushed himself out from under the board to find Gwen looking at him, one hand clutching her head.

“What happened? Where’s Hex?”

Ben looked at her impassively with his alien eyes before climbing back under the board, “He’s been dealt with.”

Gwen furrowed her brows at Ben as she lowered herself to the ground so she could peer at him. “What is that supposed to mean?” A moment passed in silence before Gwen’s eyebrows shot up and she sat forward, “Ben what did you do? You didn’t-” She clapped her hands over her mouth in shocked horror.

“Really? You think I killed him? Like this? What’d I do, fashion a ray gun out of sticks and mud?” Ben yelled, trying to focus on jury rigging the board back into working condition.

Gwen looked bewildered, “Then what?”

“See for yourself,” Ben said exasperatedly, clambering out from under the board. “He’s over there,” Ben pointed as he sat up.

Gwen’s eyes followed Ben’s hand towards a slim pole of a tree on the edge of the clearing. Gwen looked back to Ben, her confusion apparent but Ben had gone back to working at the hoverboard. Gwen stood up and slowly made her way over to the tree. There was nothing particularly special about it, she could see half a dozen trees just like in the area. It didn’t radiate any kind of aura of evil that she could feel or show any signs that Hex was contained within it, like a knot that bore a resemblance to him or anything. She reached out with a hand that she tried to keep from trembling and touched the tree for a split second before yanking it away as if the tree were going to grow teeth and bite her. Taking a deep breath she put her hand back on the tree and held it there.

What was that sound? Was it the wind in her ears? Or was it Hex’s soul raging against his confinement? When it came again Gwen took her hand away from the tree and shuffled backwards fearfully. Then she heard it once more and realized it was coming from behind her. She spun and found Charmcaster groaning as her good arm pawed at the ground.

“Charmcaster!” Gwen had nearly forgotten about her in her confusion but now she rushed to the older girl’s side. Charmcaster groaned again and tried to push herself up, her eye opened but unfocused. Gwen knelt beside her and gently guided her into a sitting position.

“Gwen?” Charmcaster asked weakly as Gwen took her hand and squeezed it reassuringly.

“It’s alright, it’s all over.”

“Where’s Ben? Did he…?” Charmcaster’s voice caught in her throat and she had to take several deep breaths before she could continue. “Did he kill Hex?”

Gwen looked beyond Charmcaster to the tree, “No, he found another way.” She could sense the questions on Charmcaster’s mind but decided they could wait for another time. “I told Ben about us sleeping together.”

“How did he take it?” Charmcaster asked, grateful for the distraction and finding herself genuinely interested.

“Not well,” Gwen admitted, her eyes dropping as the memory had her heart tearing all over again. She had expected Ben to freak out but the way he pushed away from her had been the most painful experience in her short life. The hurt she felt must have been easy to read on her face because this time Charmcaster was the one squeezing her hand.

“You didn’t see how he reacted when Hex threatened to come after you. Whatever he said or did when you told him, it isn’t how he really feels.”

Gwen found herself wiping away tears as she smiled at Charmcaster. Gwen had expected her to need comforting after this whole horrible night but here Charmcaster was making her feel better. She pulled Charmcaster closer and the two took comfort in each other’s embrace until a tiny cry of “Eureka!” broke the quiet of the clearing. They both turned to see a small grey form perched atop the hoverboard as it floated closer.

“Ladies, your chariot awaits,” Ben said with a bow.

Gwen helped Charmcaster to her feet as Ben lowered the hoverboard but instead of allowing herself to be guided onto the board, Charmcaster fixed Ben with a hard stare.

“Ben if you didn’t kill Hex, what did you do with him? I need to know.”

Ben was silent as he returned her gaze but it lasted only a moment before he nodded, “Alright, I couldn’t kill him, not after what you said, so I gave him what he wanted.”

Charmcaster looked at Ben expectantly, waiting for him to continue. Gwen stepped in to finish for him.

“Hex wanted to live forever, Ben gave him the next best thing.” She pointed as she spoke and Charmcaster turned to look in the direction of the tree. Ben and Gwen watched her for any kind of realization but her face betrayed nothing. Finally she stepped away from them both, making her way over to Hex’s abandoned staff. Gwen and Ben shared a look of concern as she picked it up and made her way over to the tree.

“Um, Charmcaster?” Ben called out as she stood before the tree, Hex’s staff held out in front of her.

“ _Solum Edo Edi Essum_.” Charmcaster’s words reverberated with power as she let go of the staff. It stood on its own for a moment before the earth began to swallow it up, the whole process taking barely half a minute. Once the head of the staff sank out of sight the hole that had appeared closed itself up as if it had never been there. “Goodbye Uncle,” she whispered, her voice firm and free of sorrow, the words spoken more out of a sense of duty than anything.

Ben and Gwen had moved closer during all this and now Gwen reached out to put a hand on Charmcaster’s shoulder. A moment later the Omnitrix began to beep and after a red flash Ben’s hand gently fell on her other shoulder. She turned suddenly, her right arm hooking around Ben’s neck and pulling him into an embrace. His arms wrapped around her a moment later and as she rested her head against his she looked to Gwen, sharing a smile with her.

“Let’s go,” she finally said, allowing Ben and Gwen to help her onto the hoverboard. It was a little crowded for the three of them but they managed with Charmcaster between Gwen and Ben. Charmcaster spared one last glance at the clearing as Ben flew the board into the open sky above the swamp and then it disappeared amongst the trees.


	6. Late Night Revelations and Morning Surprises

They found Max waiting for them back at what remained of the cabin, his features visibly softening with relief once he caught sight of them. He didn’t ask any questions as they landed, merely hugged each of them before giving them a quick look over in case they needed immediate medical attention. When he got to Charmcaster his smile was just as warm as it had been for his grandchildren and he was twice as delicate when he probed her head for any broken bones or severe trauma.

“I can put your shoulder back in the socket but I’d feel more comfortable if we got you to a doctor proper,” he said once he took his hands away.

“Please, that won’t be necessary. There’s a spell that will fix me up, I’ll just need my… the spellbook and Gwen’s help,” Charmcaster said, giving Max a smile that was sadly lopsided thanks to the bruised half of her face.

Max reluctantly conceded to her request and then turned his attention to figuring out how to get them all back to the Rustbucket quickly. It was a long way on foot and he didn’t relish the thought of making the trip barefoot. With the Omnitrix timed out Ben couldn’t transport them either. Then his eyes fell on the hoverboard and while they wouldn’t all fit on it, he could make use of it.

“I’ll be back as soon as I can with the Rustbucket, you three don’t move,” Max said as he stepped onto the board and rose into the air.

Ben watched his grandfather disappear into the night sky before a hand on his shoulder drew his focus elsewhere. Gwen and Charmcaster were standing together, Gwen’s spellbook in Charmcaster’s hand.

“You’re going to cast the spell now?” Ben asked.

“It’s bad enough I’ll have to remember what he did to me tonight, I don’t want to spend another moment with these reminders on my flesh,” Charmcaster said, allowing a frown to mare her features further. She handed the spellbook to Gwen before reaching for Ben’s hand, entwining her fingers through his. “Ben, can I ask for your help with the spell too?”

“How can I help?” Ben asked bewilderedly even as he gave her hand a comforting squeeze.

“The spell is painful as it heals and I don’t think I’m strong enough to go through with it. I can link us together and you’ll be able to give me strength… but you’ll feel my pain as well. Can you do that for me?”

“Yes.” There was no hesitation in Ben’s voice and it made both Charmcaster and Gwen smile. Charmcaster let go of Ben’s hand to wrap her arm around him and he hugged her tightly. Charmcaster looked to Gwen over Ben’s shoulder and nodded to her.

Gwen took a nervous swallow, nodded back, and held the book near her face as she started reciting the incantation. As she spoke she drew an image into the air, two overlapping triangles that became a hexagram.

“ _Soris Pretium Vigoratus_ ,” Charmcaster began to chant, the words growing louder with each repetition. A golden aura surrounded Ben and Charmcaster but Ben only had a moment to marvel at it before he and Charmcaster nearly toppled over in pain. He held onto her, keeping her on her feet as he fought the urge to double over.

He could _feel_ Charmcaster’s dislocated arm work its way back into the socket. He wanted to cry out as the pain began to move up from his shoulder but there were fingers clasped tightly around his throat. He gasped as the pressure left his neck and then reeled as the left half of his face suddenly felt like ground beef that had been rolled in broken glass. He whimpered as the swelling and bruising in Charmcaster’s face faded away, his face felt like it was trying to rearrange itself. Finally the agony in his face faded and Ben was left trembling in Charmcaster’s arms.

She held him more firmly now that she could use both limbs and gently lowered the both of them to the ground where he sat with his back to her, resting against her. Gwen came over and sat in front of them, eyeing Ben carefully as he continued to shiver.

“Thank you Ben,” Charmcaster said softly before planting a kiss on his cheek. Ben tried to compose himself but it felt like his body had just been through the wringer and all he could do was fight the blushing of his cheeks. Even though she was just as involved with Charmcaster as he was, Gwen’s presence made him self-conscious.

Charmcaster leaned forward to whisper in his ear, “What’s wrong? Embarrassed? Or feeling guilty?”

Ben turned his head to meet her eyes, his confusion plain on his face, “What?”

“I think it’s sweet you’re upset about sharing me but that’s no reason to treat Gwen like you did,” Charmcaster said, beckoning Gwen closer with one hand. Gwen sat up on her knees and leaned forward, filling Ben’s vision. “We had a little talk just now and we both agreed that if I can share you with her then you can share me just a little bit.”

“But…” Ben tried to voice his protest, to tell them how he really felt but Gwen kept getting closer and then she was pressing her lips to his once more. He had nowhere to go and the way Charmcaster was holding him he couldn’t even struggle, not that he wanted to. Finally Ben just surrendered to the moment and kissed Gwen back, straining forward as he slid his tongue into her mouth where hers eagerly greeted him. If not for Charmcaster supporting him, Gwen would have toppled Ben over as she pressed into him with aroused abandon.

Ben was drawn in by her intense passion, freeing his arms so he could pull her closer and paw at her body. Every brush of his hands caused a moan and a quiver to shoot through Gwen’s body. He pulled away for a breath and found another pair of hands turning his head before Charmcaster’s lips were on his. She was forceful bordering on aggressive as she slid her tongue into Ben’s mouth. She kissed him as if she were trying to make up for the time they had spent apart and when she finally let him pull away he was gasping for breath.

“As much as I would love to take this further, your grandfather will be back soon,” Charmcaster said with a small smile.

Ben raised an eyebrow at her, “I thought you didn’t care about who knows,”

“There’s a difference between him knowing and finding us fucking in the woods like animals. Isn’t that right Gwen?”

Ben looked to Gwen to find her blushing furiously and nodding her agreement. She pulled away from Ben and Charmcaster, hugging herself as she turned away. She stiffened as she felt someone’s breath in her ear and glanced to see Ben standing beside her.

“That reminds me, since you spied on us you owe me a show with Charmcaster,” Ben said softly, a large grin splitting his face before Gwen spun and shoved him.

“Ugh, you’re such a jerk!” She yelled even as her blush refused to fade. Before she could begin pummeling her cousin, the blaring of a horn echoed through the woods. The Rustbucket’s lights could be seen in the distance where it had come to a stop on the shoulder of the nearby road.

Gwen roughly shoved past Ben, leaving him and Charmcaster to follow in her wake. Charmcaster grabbed Ben’s hand as they made their way to the motor-home, “Do I have a say in doing this show?”

Her words caused Ben to flush with embarrassment and he ducked his head apologetically, “I was just saying that to make her angry. I wanted her to act more like her normal self, her being all quiet and nervous was weirding me out.”

Charmcaster studied Ben out of the corner of her eye before sighing softly, “And I was beginning to think you had good instincts when it came to girls.”

Ben had to bite back a rude kneejerk remark as they reached the door of the Rustbucket. Max had turned in the driver’s seat to inspect them as they came in. His eyebrows shot up as Charmcaster stepped into the light and all signs of her injuries were gone.

“Wow, wish I had access to a spell like that back in my Plumber days, could have kept me out of the recovery ward.”

Charmcaster flashed him a smile before heading towards the back. Ben glanced around for any sign of Gwen and when he didn’t see her he moved towards the cockpit. He found her in the passenger seat across from Max, arms folded angrily and the barest hint of a frown as she stared straight ahead. Ben only spared a moment to look at her before turning to his grandfather.

“So what’s the plan now?”

“I’m going to get us as far away from this place as I can tonight. You kids should try and get some rest, it’s been a crazy day.”

“It’s okay Grandpa, I’m not tired. I’ll keep you company,” Gwen said even as she clenched her jaw to suppress a yawn.

Ben didn’t bother to fight the yawn that swept over him, merely rubbed at his eyes as he realized how tired he was now that all the action was over.

“Alright Grandpa, see you in the morning,” Ben pushed off the two seats and about faced, stretching as he made his way to the back of the Rustbucket. He found Charmcaster sitting on the side couch in the darkened rear, out of the way of oncoming lights. Her eyes opened at his approach and she patted the spot beside her, he gladly obliged by settling in beside her. “We’ll probably be in a different state by sunrise,” Ben said as he leaned into Charmcaster.

“That’s fine with me, I’ve got nowhere to be,” Charmcaster replied as she rested her head against Ben’s.

They sat in silence as the Rustbucket roared to life and chugged back onto the road. The swaying sensation was hypnotically soothing as it rocked them back and forth.

“What did you mean earlier?”

Charmcaster blinked the sleep from her eyes, “About your instincts?”

“Yeah.”

Charmcaster let out another soft sigh, “You’re still trying to think of Gwen as your cousin. The problem with that is the relationship has changed.” Charmcaster put her hand on Ben’s leg and suggestively slid it towards his crotch as she turned her head so she was whispering into his ear, “She wants you as a lover.” Her tongue played with his ear and just as her hand reached his stiffening cock she pulled away, “Not the boy who always teases her.”

Ben grunted his disapproval at her method of demonstration but considered her words heavily. “I guess I won’t be calling her a dork anymore,” he muttered, running a hand through his hair.

“That’s a good start and who knows, maybe if you keep it up you’ll get that show you wanted,” Charmcaster whispered as she nuzzled Ben’s neck. Ben smiled as she leaned into him, her hand once more moving towards his crotch.

“You know I’m not the only one who has to woo her,” Ben said, tilting his head to give her free range of his neck.

“I might not have to work as hard as you think,” Charmcaster said between kisses and nibbles at Ben’s neck. “I had her wrapped around my little finger earlier.”

Ben wanted to tell her he didn’t like her talking about Gwen like that but his mind was too busy imagining the two of them together and his erection was growing stiffer by the second. His objection disappeared completely as Charmcaster pulled his zipper down and slipped her hand inside his pants.

“Can’t make up your mind, can you?” Ben asked as she undid his pants. “First you don’t care who knows, then you don’t want Grandpa to find out, and now…”

“ _Now_ your grandfather has all of his attention focused on driving and it’s pitch black back here,” Charmcaster said as she repositioned herself so she was laying on her stomach across the couch. She eased his underwear down and wrapped her hand around the base of his cock. Ben’s fingers clenched the couch cushion as she ran her tongue along the length of his dick several times, slowly pumping his shaft as she went. Every time she reached the top she swirled her tongue around his tip teasingly.

Ben threw his head back as he began to tense, fighting the urge to cum so quickly. A soft sigh escaped him as she finally took his cock in her mouth. Charmcaster continued at her teasing pace, wrapping her lips around the tip and easing the head into her mouth. She didn’t take any more than the head, instead she sucked on it like a lollipop, using her tongue to great effect by wrestling with his cockhead.

Ben was breathing heavily as he fought to keep from moaning. He looked down at her head bobbing up and down on his cock, completely mesmerized by the sight. He reached down and gathered up her hair, holding the silver sheets out of the way so he could see her better. He shifted all of her hair to one hand and placed the freed hand gently atop her head, she was barely aware of its presence until she began to lower her head and then she found herself being pushed down further onto Ben’s cock.

Charmcaster instinctively resisted as Ben forced her another inch and a half down onto his shaft, and though he held her there she quickly realized he wasn’t trying to force her any further. She glanced up at him out of the corner of her eye and once again Ben was looking at her with a fiery passion, his eyes seemingly aglow with an inner light. She stopped trying to push herself up and he eased off her, allowing her to rise until just his head remained in her mouth. This time she allowed him to guide her down and he gently but firmly pushed her down until she had taken half his cock into her mouth. He was quick to allow her to come up but sped up the pace of her fellatio, his grip growing more firm as he pushed her down farther each time.

“Fuck!” Ben whispered as Charmcaster’s lips came to rest against the base of his cock. He held her there for a moment, drinking in sight of her before pulling her halfway off his dick and then shoving her back down. Both of his hands gripped Charmcaster’s head as he pumped her up and down faster, his whole body growing tense.

Charmcaster moaned into Ben as he finally came, forcing her head down until he was nearly smothering her against his crotch. Even though he gave her no choice she gladly swallowed every drop of cum. Ben’s hands lifted off her head as he finished coming but he discovered Charmcaster wasn’t done with him. She gripped the base of his cock and began stroking it as she pulled her head back, working more cum from Ben. It beaded up from his slit as she coaxed it from his body and then she ran her tongue over his head, licking it up with intense deliberation. She made a show of it, turning to face Ben as she displayed it on the end of her tongue before rolling it back into her mouth and swallowing.

Ben was transfixed by Charmcaster as she stared up at him with his cock growing limp in her hand. It wasn’t until the Rustbucket hit a pothole that they were jarred out of the moment, Charmcaster rising to a sitting position while Ben pulled up his pants and underwear. His eyes never left her and once he was no longer exposed he reached out for her hand, drawing her gaze back to him.

“That was amazing,” Ben said softly before leaning in and kissing her neck, Charmcaster tried not to be so pleased with herself as her lips curved upward.

“Yeah and you sure know how to treat a girl,” she said.

Ben blushed and sat back, “Sorry, I got a little carried away. Was I too rough?”

Charmcaster leaned into him, putting a hand on his chest, “Don’t worry, I like it when you’re assertive because I know when you get rough you’re not trying to hurt me.”

She tugged at Ben as she spoke, pulling him with her as she laid herself down along the length of the couch. There was just enough room for them on their sides and when the rocking of the Rustbucket threatened to dump Ben on the floor Charmcaster wrapped an arm tightly around him.

Ben was beginning to wonder if he was going to have a hard time sleeping without her beside him as his eyelids grew heavier and heavier with each passing moment. It seemed to be the case with Charmcaster as he realized she was already asleep. As he listened to her slow and steady breathing she murmured into his neck and shivered, Ben yawned as he reached for the blanket that had been covering Gwen earlier and caught a corner. He gave it a yank and let it settle over them before closing his eyes and allowing the swaying of the Rustbucket to finally lull him to sleep.

***

Gwen frowned as a ray of sunlight landed on her face. She tried to roll over but found herself caught on the armrest. She opened bleary eyes and held a hand up to shield her face from the stray beam. More light was working its way into the cockpit of the Rustbucket as the sun began to climb over the horizon.

She glanced to the driver’s seat and found Max asleep. His chair was fully reclined like hers but he was still buckled in. She noted that the keys were still in the ignition before she sat up and took a proper look around. They were in a massive parking lot of some super store that was verging on mall territory. Even with the sun just coming up there were cars everywhere.

Gwen got up quietly and removed the keys from the ignition before tip-toeing to the back where she found Ben and Charmcaster still asleep. Rather than convert the couch into a bed they had squeezed together on the side cushion, a blanket tangled amongst their feet. Ben was on his back and Charmcaster slept on her side, pressed tightly against Ben. Gwen was glad Max had fallen asleep as soon as he stopped because she could only imagine his reaction to finding Ben’s head nestled between Charmcaster’s breasts. She shook her head and put a hand on Ben’s thigh to wake him when she suddenly pulled away in surprise.

Ben had an erection tenting his pants. It hadn’t been noticeable because of the way Charmcaster’s leg had been draped over Ben’s lap but when Gwen shook his leg it sprang to attention. She watched Ben and Charmcaster for any sign they might awaken before turning her attention back to Ben’s hard-on.

She tentatively reached down and grasped Ben’s dick through his pants, earning a soft moan from Ben. She bit her lip as her heart began to race. Before she realized what she was doing she had eased the zipper of his pants down and slipped her hand in. Now there was only his underwear separating them. Ben moaned some more as she began to work his cock through the fly of his tightie-whities. She froze as Ben’s head began to turn but sighed as he buried his face between Charmcaster’s breasts.

She knelt now that Ben’s cock was free, examining it closely. Her slim hand wrapped around the shaft, feeling his pulse through it. There was a musky odor that wrinkled her nose at first but as time wore on it seemed to abate until it was hardly noticeable. She gave his dick an experimental tug and watched as it stiffened further. She began to slowly pump her hand up and down, fascinated that just the sight of his throbbing erection was arousing her.

She nearly froze again as precum beaded from the slit of his cock, afraid that he was about to ejaculate all over the place. Instead she stared with rapt attention as more precum gathered and began to run down his shaft, slicking it and forcing her to tighten her grip.

She shouldn’t be doing this, but the fear and the excitement drove her on. She ought to be making Ben earn this, especially after he said she owed him a show with Charmcaster, not that she would have minded but he had done it in such a pig-headed manner that infuriated her. And yet she couldn’t stop herself as all her focus became about stroking him faster with her slippery grasp.

Her face hovered inches from Ben dick as she continued her handjob, her eyes glued to the head. She was filled with wanton wants, she wanted Ben to take her like she had seen him take Charmcaster, she wanted to see the look of ecstasy on his face as they made love, and more than anything she wanted to see him come.

She got her wish as Ben’s cock suddenly erupted, jizz splashing across her face and her eyes shutting instinctively. She could feel his dick spasm again in her hand and more cum landed on her hand. She wiped the cum from her face with her other hand and slowly opened her eyes. There was cum all over her hand and more still oozing from the tip of Ben’s cock.

It was slimy and gross and yet Gwen was filled with a perverse fascination. She smeared some between her fingers and studied it as it formed drooping strands when she pulled her fingers apart. She opened her mouth and extended her tongue as she brought a finger covered in cum closer and closer. At the last moment she found herself hesitating, Ben could wake up any second and find her like this and if that happened she would never be able to live it down.

“Taste it.”

Gwen nearly fell over in a panic as Charmcaster suddenly spoke up, raising her head so she could see Gwen clearly over Ben’s still sleeping form.

“Go on, taste it.” Her tone was somewhere between suggestion and command.

“How long have you been awake?”

“Long enough. Now. Taste. It.” There was no mistaking the command this time and Gwen’s focus shifted from Charmcaster to her cum smeared hand. Her heart was racing as she slid her fingers in her mouth, running her tongue from the tips of her digits to their bases. Salty bitterness swept across her tongue as she sucked the cum off her fingers. She grimaced as the flavor became overwhelming and made to spit it back into her hand.

“Swallow it.”

Gwen froze as Charmcaster spoke again, hesitantly turning to meet her eyes. Charmcaster fixed her with a hard stare, somehow putting on an air of commanding power despite her reclined pose. Gwen’s lips quivered as she fought a recurring urge to gag that was growing stronger by the second. Her eyes were beginning to water as she resisted her stomach’s insistence on puking. Finally she titled her head back and swallowed loudly, letting out a gasp of relief as her tongue hung from her mouth as if that could get rid of the horrible taste in her mouth.

Before she could get up to rinse out her mouth Charmcaster caught hold of her wrist. Gwen could only watch as Charmcaster brought her hand up to her mouth and slid her tongue along Gwen’s fingers. A blush crept across her face as Charmcaster sucked lewdly on one finger at a time. When she was done Gwen’s hand fell limply to her side and Charmcaster smiled up at her as she tucked Ben’s cock back into his pants. As soon as his zipper was done back up Ben began to stir and Gwen quickly and stiffly turned to march away.

She finished washing her hands and face off in the sink just as Ben stumbled out of the back, yawning and afflicted with a serious case of bedhead. Charmcaster was right behind him, watching her quietly over his shoulder.

“Where are we?” Ben asked as he squinted at the windows.

“Some mega-store, which is a good thing since we’re nearly out of food and I don’t think anyone wants crickets for breakfast,” Gwen said as she looked in the fridge.

Ben blanched at the thought of eating bugs, even on that alien island things hadn’t gotten that bad.

“Then what are we waiting for? Let’s go buy some food.”

“With what money Ben?” Gwen countered. “You spent the last of the cash that Grandpa gave you on Sumo Slammers and I have just enough left to feed myself.”

“We could just ask Grandpa.”

“He just drove all night. I think you can go hungry for a little while so he can get some rest.”

Ben was about to open his mouth to keep arguing when Charmcaster spoke up, “I’ve got money.”

Ben and Gwen turned to face her with mixed expressions.

“How much?” Ben asked with excited eagerness at the same time that Gwen cautiously questioned, “From where?”

Rather than answer either of them Charmcaster took her bag from her hip and opened its mouth wide with both hands before turning it over. All manner of cash fell from her bag, bills ranging from a dollar to a hundred fell freely while stacks bound with bank wrappers landed with heavy ‘thuds’. The money kept coming until there was a small mound at their feet.

Ben and Gwen’s eyes were wide open as they stared at it all before looking up at Charmcaster. She stared at the floor, trying to fight the sense of shame that their looks filled her with.

“Charmcaster…”

Her cheeks flushed at the tone of Ben’s voice, it cut her deeply to hear him so disappointed, but for him to judge her so unfairly made her bare her teeth in outrage.

“I couldn’t steal every meal or spell component; that would have left a fairly easy trail to follow so I robbed when the opportunity presented itself. No one got hurt… much,” She finished quietly, shifting uncomfortably as she held herself with one arm.

There was quiet in the camper until Ben knelt and began picking up the individual bills and piling them together.

Gwen looked at her cousin with shocked confusion on her face, “Ben?”

“We’ll use only as much as we need to, the rest we’ll put in a donation box or something,” Ben said as he continued putting the money into more organized piles.

“But-” Gwen tried to insist.

“It’s not like we can just give it back,” Ben snapped before taking a deep breath and managing a smile as he held up some of the money. “Besides, maybe we can get something nice for Grandpa while we’re at it.”

Gwen frowned at the idea but didn’t object, instead she knelt and began helping, Charmcaster quickly joining in as well. They put most of the money into Gwen’s laptop bag once it was all organized, the bound stacks went back into Charmcaster’s pouch. After that it was a matter of minutes for each of them to freshen up and then they quietly slipped outside to begin their trek across the parking lot.

Gwen wasn’t sure if it was just her but there seemed to be an aura of nervous paranoia around them. She certainly felt like everyone who even glanced their way was eyeing them with suspicion. Charmcaster looked like she was in a similar state, constantly trying to look in every direction at once. Gwen couldn’t blame her for being nervous, she was trying to be a better person and getting caught like this wouldn’t help. Ben was the only one who appeared not to have a problem walking into a crowded store with a bag of stolen money.

As the trio made their way towards one of the stores many entrances they drew the attention of a group of teenagers who had claimed one of the outdoor café areas as their own little skate park. In truth it was Charmcaster that caught their eye and they watched her with the hunger of a pack of wolves stalking a deer. Once they disappeared inside the pack turned to their leader.

“What do you say Flip?”

A smile split the face of a seventeen year old as he brushed long blonde hair out of his face.

“Why not? Should make the day interesting.”

The others laughed and cheered as they leapt up from where they lounged and sped forward on skateboards.


	7. Shop Smart, Shop Incest Mart

Ben, Gwen, and Charmcaster had no problem finding something to eat, there were half a dozen fast-food stands within spitting distance of the entrance. Getting food without incident seemed to improve everyone’s mood; it was the first hurdle of the day and made everything seem easier once it was done.

Charmcaster was smiling behind a cup of orange juice as she glanced between Ben and Gwen. Now that they were no longer so concerned about the money there was a growing tension between the cousins Tennyson. It was clearly sexual in nature, easy to tell from the way they snuck looks at each other and fought to keep from blushing.

Charmcaster wondered how Ben would react if she told him about what she had found Gwen doing this morning. She was just beginning to come up with a plan to get the two of them alone when she noticed a lot of movement out of the corner of her eye. She turned and found nearly a dozen boys sitting at the surrounding tables. Their clothing ranged from excessively baggy to exceedingly tight, and all of them had skateboards. Her head snapped back around as someone sat down next to her.

He was several years older than her, that much was obvious at first glance. She supposed other girls might think he was handsome and the way he kept brushing his thick locks of long blonde hair out of his face suggested he thought so as well. He straddled the bench seat as he stared at her silently with dark blue eyes.

“Can we help you?” Gwen asked, her irritation obvious as she glared at the intruders.

There was no response except for the boy sitting next to Charmcaster fixing her with a smile. She thought it came too easily to him and found her dislike growing by the second.

“What do you want?” She finally asked.

The boy’s smile grew wider before he finally spoke, “Just wondering how such a pretty girl got stuck babysitting.”

The other skaters shared a laugh as Gwen’s frown tightened and Ben’s expression darkened. It was strange but seeing Ben upset because someone else was flirting with her actually endeared him to her more. She put an elbow on the table and let her head rest in her hand as she looked at the blonde skater with a bored expression.

“You’re wasting your time, loser.”

He didn’t seem put off by that in the least, “The name’s Flip and there’s nothing else I’d rather waste it on. Tell you what, you ditch the kiddies in the toy section and me and the boys will throw you a party.”

The confident look on his face told her plenty of girls had said yes in the past which made it even easier to laugh in his face, “That is the worst line I have ever heard.”

His smug smile vanished in an instant, replaced by a scowl as he angrily pushed his hair out of his face with one hand and pulled a switchblade with the other. He leaned in close with the knife as he growled, “What’s your problem bitch?”

Before anyone could react there was a flash of green light and the group of skaters jumped back as they found a mummy in their midst.

“ _Don’t call her that!_ ” Ben yelled as he lunged across the table, tendrils of cloth stretching for Flip.

The teenager reacted with surprising grace, he wrapped his legs around the bench as he fell to the side, ducking under Ben easily. He lashed out with the knife as Ben passed overhead, cutting through swaths of Ben’s cloth form. Ben crumpled to the floor as he lost stability, but it lasted only for a second before he rose back up unharmed and by then the fight had broken out in earnest.

“It is too early for this,” Gwen yelled to no one in particular as she swept the legs out from under one kid and grabbed the arm of another, flipping him onto his back hard enough to knock the wind out of him. They thought she was easy prey because she wasn’t an alien like Ben or spewing magical blasts like Charmcaster but her martial prowess more than made up for that.

As the gang members kept coming at them Gwen found herself back to back with Charmcaster. Ben was still going after Flip but in his anger his swings were wild and the agile skater avoided him with ease. Flip smiled as he continued to toy with Ben by ducking and dodging around him.

“What’s wrong, freak? Are you her boyfriend or something?” Flip laughed as he spun away from Ben.

Ben’s eyes narrowed as he growled wordlessly. He grabbed hold of another table and hurled it at Flip, the desire to see that smile wiped off Flip’s face the only thing he could think about. The table careened across the food court before it caught the teenager full on and bowled him over, trapping him beneath it.

Ben turned to face the others, casting a baleful eye over them as his anger continued to burn. With their leader out of commission the rest of the gang suddenly seemed less confident. They broke like a cheap vase when Ben began weaving through them, tying up some of them and using them to clobber the others as he went.

“You better run!” Ben yelled at the ones that managed to get away. He turned to Gwen and Charmcaster, the tilt to his head and his general demeanor suggesting he was pleased with how everything turned out.

Charmcaster didn’t seem as pleased as he thought she’d be, she was frowning as she looked at the ruined food court.

“Something wrong?” Ben asked as he stepped closer to Charmcaster, setting a hand on her shoulder.

“It’s gone!”

Ben and Charmcaster both turned towards Gwen who was looking through the food court franticly.

“What’s gone?”

“My laptop bag, I can’t find it.”

Ben and Charmcaster quickly joined in the search but turned up nothing.

“One of those scumbags could have taken it,” Charmcaster mused.

“Then we need to find them right now,” Gwen said insistently.

“Because of the money?” Ben asked.

“Yes, if one of them has it and gets caught with the money the police could find out it was stolen. That could lead back to me and then Charmcaster.”

“Well, if we need to find out where these guys might go, I can think of one guy to ask,” Ben said as he made his way over to the overturned table that he had hit Flip with. He lifted the table up to unpin the jerk and was greeted with nothing but floor, Flip was nowhere to be seen.

“That’s just great,” Gwen said as she came to stand beside Ben. “How are we going to find them now, the ones you caught are unconscious.”

“We better talk and walk, looks like security is on its way,” Charmcaster said as she glanced towards the food stands where employees were making calls on store phones. Luckily the Omnitrix timed out quickly and the trio was able to disappear in the growing crowds.

“Should we split up? Maybe we could find them faster that way,” Gwen suggested.

“No, there’d be no way for us to get the others quickly enough,” Ben said as he led the way without really knowing where to go.

Charmcaster lagged behind, her head down as her mind was clouded with troubled thoughts. She tried to tell herself this whole mess wasn’t her fault but there was a nagging little voice that kept shrieking about all the things she could have done differently. She could have argued that they needed to destroy the money, or kept it all in her bag, any number of things that would have prevented this situation. She had to make this right.

“I’ll find the money.”

She had spoke so softly it took Ben and Gwen a moment to register what she had said, but when they did they stopped and looked back at her.

“On your own?” Gwen asked.

Charmcaster nodded as she dropped her gaze to avoid their questioning eyes, only to find Ben had moved to stand right in front of her, leaving her no choice but to meet his eyes.

“We do this together, there’s no reason for any of us to go it alone.”

He spoke with such a quiet intensity it sent shivers down her spine and it was all she could do to not to take him and kiss him until he saw stars. A sigh escaped her as she nodded, seemingly in acquiescence to Ben’s insistence. Ben tried to be reassuring as he smiled before taking the lead again.

“So does that mean you have a plan?” Gwen asked, leaning forward to whisper quietly in his ear. Ben’s confidence deflated a little as he acknowledged their situation.

“This place is too big to really search by foot, we could probably spend all day looking and never run into them. Not to mention we don’t even know if any of those guys are still here. I kind of figured we would look until the watch recharged and then go XLR8.”

Gwen tapped her chin pensively as she followed Ben, something he said struck a chord with her. Suddenly she grabbed Ben and Charmcaster by their hands and began pulling them along in another direction.

“Where are we going?” Charmcaster asked as she tried not to collide with anyone as Gwen weaved them through the crowds.

“To find the best view in the house.”

Ben and Charmcaster shared a confused glance before Gwen broke into a run with them in tow.

***

Philip “Flip” Nass peered around the corner cautiously, looking for any sign of those three freaks. He’d never seen anything like that before in his life and now most of his crew was out of commission. His hands bunched into fists at the thought of all his hard work being wiped out in a single morning and that was when he realized he was holding onto something.

He looked down at the bag he was holding onto, it looked like a bag for a laptop. He must have grabbed it while he was worming his way out from under the table he’d been pinned under. It didn’t feel like it had a laptop in it so he took a peek and nearly dropped it. He’d never seen this much cash in one place before, none of his crews’ jobs had ever paid off like this.

He closed the bag and looked around at the crowds going on about their business before slipping the bag over his shoulder and joining the masses. His first thought was to take off with the money, that way he wouldn’t have to split this score with anyone. Then he thought about those damn kids and how they made him and his boys look like a pack of losers. If word got out they wouldn’t be able to operate in the area anymore, other gangs would be on them like dogs on a steak.

He reached into his pocket and pulled out his cellphone, hitting the speed dial of one his boys he was sure he saw getting away. It rang twice before a surprised voice answered, “Flip man, is that you?”

“Yes, it’s me you worthless maggot, thanks for ditching me. How many got away?”

“Only a couple, how did you get away?”

“Flipping the situation to my favor is what I do moron. Now listen up, I want you to round up those other pussies who took off and hit up anyone who’s trying to unload a piece, tell them I can pay double what they’re selling them for if they give them to you right now. And get someone to our stash to grab those canisters we grabbed off that truck job, we’re going to throw a party for those three freaks.”

***

It didn’t take long to find the store’s security office and after Charmcaster taught Gwen a spell they were able to harmlessly take out the two guards who were monitoring the cameras.

“There’s got to be at least a hundred cameras in the clothing department alone!” Ben said he surveyed the walls of monitors while Charmcaster used her magic to bind the guards and move them to a detainment room.

“Find the cameras that watch the entrances,” Gwen said as her eyes flicked from one screen to another. Fortunately those monitors were grouped together and even though there were twelve different ways in and out on camera they didn’t see any of the gang members.

"Where are they?" Charmcaster said with a sense of urgency though she didn't direct the question at anyone in particular.

"There he is," Ben suddenly exclaimed, pointing to a monitor that was labeled 'Indoor Skate Park 1'. They could easily make out Flip on the screen.

"I don't see my bag," Gwen said as she shouldered Ben aside to lean in for a closer look.

"He might not have it but I'd bet all of my Sumo Slammers he knows where it is."

"So how do we catch him?" Gwen asked, her eyes still locked onto Flip's image as he leaned against a wall casually as if he didn't have a care in the world.

"We come at him from three sides, don't give him a chance to run. Sound good Charmcaster? Charmcaster?"

Ben turned around to look for her but found the security office empty save for him and Gwen. Ben spun back to the monitors and after a moment of searching found Charmcaster running down the corridors they had carefully snuck along to find the office.

“What does she think she’s doing?!” Ben yelled as he made to run after her. He only made it a couple of steps before he was halted abruptly by a hand on his wrist.

"Ben, wait-"

"Let go Gwen! We have to go after her. She can't do this alone!"

Gwen scoffed at Ben, "Oh, you mean like all the times you've charged ahead without waiting for me or Grandpa?"

Ben stopped struggling against his cousin as her words cut deeply, exposing a double standard he hadn't ever considered before. Gwen slowly moved around to stand in front of Ben, blocking his path to the door just in case.

"I think she wants to do this on her own because she feels responsible for this whole thing."

Ben wrinkled his nose in confusion, "Why should she? It wasn't her fault that the money was stolen."

"Just like it wasn't my fault the two of you ended up on that crazy island and nearly got killed a whole mess of times. Knowing that doesn't stop the guilt."

Ben considered her words quietly as he turned back to the screens to track Charmcaster's movements. Gwen studied Ben and realized he was incredibly tense as his eyes moved from monitor to monitor, she'd never seem him like this before.

"Ben, you don't need to worry about her, she can handle that punk."

She watched for any reaction from Ben but her words seemed to have no effect on Ben as he leaned forward, his hands balled in to fists. Gwen pursed her lips in annoyance as she felt equal part angry and jealous. It was understandable for him to be concerned for Charmcaster, she was. But for him to ignore her when they were alone was insulting, and that was when Gwen realized it was just the two of them alone in the security office.

She turned, casting her eye around the room until she caught sight of a container that was marked 'Recovered Merchandise'. Ben glanced over his shoulder as she began to rummaging through it.

“What’re you doing?” Ben asked as she pulled out various garments.

“Just looking to see if there’s anything that might fit me,” Gwen held up a pair of lacey panties as she said this, watching Ben out of the corner of her eye. He wasn’t so focused on the security monitors anymore as he tried not to stare so openly.

Gwen fought to keep from smiling, it wouldn’t do for him to realize how much his reaction pleased her. She turned her attention back to the pile of items and spied something interesting. She dug out a pair of black leggings, the spandex kind that dancers usually wore. The material seemed especially elastic and it gave Gwen an idea.

“Hey Ben, want to play a game?” She asked as she turned to face him, the leggings hanging between her hands.

“What kind of game?” Ben replied cautiously as he turned to face her. Gwen usually kicked his butt at games and if it was one she created then that applied doubly so.

“One you’ll like,” Gwen said as she approached him. Ben expected her to stop once she reached where he was standing and fell backwards against the console when he found her pressing her body against his. The sudden closeness had his whole face going red and his breathing very shallow. He craned his head back to look at Gwen and she wasted no time blindfolding him with one of the legs of the tights.

“What-?” Ben tried to protest.

“Take it easy, it’s part of the game,” Gwen reassured him as she knotted the blindfold. “Now tell me the truth, can you see anything?”

Ben blinked beneath the leggings but his eyes couldn’t make out anything so he shook his head.

“Good, now follow me," Gwen hooked his shirt collar with her fingers, pulling him up and guiding him across the room. Ben tried to take it slow since he couldn't see but Gwen kept him off balance by pulling him this way and that and then finally spinning him around. His legs struck something and he fell against a flat surface, quickly realizing it was the table in the office. He began to straighten up when Gwen straddled his lap, pulling him up so they were pressing against each other again.

"Ready for the next part?" Gwen asked, her voice soft and sultry in his ear.

Ben swallowed as he found his mouth suddenly dry, he finally managed a nod.

"Alright, put your hands behind your back.”

“No way!” Ben protested, finding his voice as he reached up to pull the blindfold off. Gwen caught his hands and they began to struggle. Ben was insistent at first but the more they fought the tighter she squeezed him with her thighs, rubbing her body against his. He could also feel her breath on his face and it got to the point where he was sure her lips were hovering just beyond the touch of his. Finally he stopped resisting and allowed her to guide his hands behind his back, if only so she would press up against him again. She shifted so she was no longer straddling him and before he knew it she was binding his hands with the other leg of the tights. She did a good job too as he tested his restraints, unable to free his hands or even reach the dial of the Omnitrix no matter how he twisted.

“Okay, I’m all tied up and can’t see, how is this any kind of a game?”

“Well, now,” Gwen whispered into his ear as her arms wrapped around him, her hands groping his chest, “I get to play with you.”

She kissed Ben’s neck as her hands travelled up his chest. He found her gently turning his head and tilting it back. He expected her to kiss more of his exposed neck but instead found her lips on his. Ben wanted to hold her as they kissed, feel her body in his hands. He had never wanted anything so badly in his life and that desperation fueled his passion as he pressed into her, his tongue boldly working into her mouth.

Gwen clung tightly to Ben, thrilled by his eagerness. When she pulled away she was panting with a smile on her face. She planted light kisses around Ben’s mouth, causing his head to turn this way and that way as he sought to kiss her deeply once more. All the while Gwen was shifting back around so she was once more straddling his lap.

“Are you enjoying the game Ben?” Gwen whispered into his ear, acutely aware of his erection pressed against her.

Ben responded by leaning into her, his lips finding her neck. Gwen moaned softly as Ben playfully nibbled on her flesh, he could only have learned that from Charmcaster, she thought. She ran her hands through his hair as she straightened up, out of reach of Ben. He waited impatiently for her touch when his ears pricked at the sound of fabric rustling, then Gwen’s hand were on his head again, guiding him gently. His lips brushed against a stiffening nub of flesh and he latched on to it almost instinctively, suckling gently.

The moan that escaped Gwen told him he was on the right track and so he plied his tongue to her nipple. Gwen threw her head back in exultation as Ben teased her nipple with tongue, teeth, and lips. She was panting when he finally pulled back but it was clear he wasn’t done as he began kissing his way across Gwen’s chest in search of her other nipple. She giggled softly as she shifted so his mouth found its mark and then gasped as Ben began the process all over again.

“Yes, so good,” Gwen moaned as she ground her hips against Ben, her hands grabbing fistfuls of his hair. Finally it became too much for her, she yanked Ben’s head back and assaulted his mouth with kisses. “She was right… you are good with your tongue…” Gwen said between fervent kisses.

“Untie me and I’ll show you how good I can be,” Ben said as he strained against his bindings. Gwen’s little game was driving him into a frenzy, he never knew he could be this aroused or how maddening it was.

“The game’s not over yet, but I’d still like to see how good you are,” Gwen replied as she pushed Ben onto his back. It was a little awkward with his hands tied behind him but he was able to lean to one side to keep from hurting his hands. The sound of something solid falling to the floor distracted him from his predicament, it was repeated, and then there was more fabric brushing against itself. He could feel and hear Gwen moving but couldn’t tell what she was doing until he felt something on either side of his head. The warmth washing over his face and a smell he was becoming familiar with suddenly made everything clear, Gwen was completely naked and straddling his face.

She reached down and gently stroked her fingers over his face before once more grabbing handfuls of his hair and guiding him to her waiting slit. Ben didn’t have to be told twice, or even once in this instance, he buried his face into Gwen’s pussy and was rewarded with a moan of pleasure from Gwen. She was practically dripping as he eagerly slid his tongue into her folds, discovering that not only was Gwen very sensitive but she tasted good. Though he only had Charmcaster to compare to he would have said Gwen was sweet, like a fruit almost. It only encouraged him to ravish her more with his tongue, eliciting euphoric cries and gasps from Gwen as her whole body tensed and her back arched.

He pulled back reluctantly, more out of a need to catch his breath than anything, and after a few quick gulps of air he plunged back into her, tongue fucking her virgin pussy. Gwen rocked her hips back and forth, resisting the urge to truly grind her pussy into Ben’s face. It was getting harder to fight that growing desire, she wanted more inside her, to be filled with him.

“More, ah, more,” she pleaded to Ben, leaning forward to plant her hands on the wall for support.

Rather than point out that he could do more with his hands freed, Ben pulled his tongue from the depths of her folds and began tracing the edge of her sex. When he reached the peak he slowly and determinedly began searching for her clit. Gwen gasped as Ben worked at her most sensitive spot, her arms trembling as Ben brought her closer and closer to orgasm.

“Yes, right there, right there!” Gwen cried as Ben found his mark, his tongue swirling around her clit before flicking it repeatedly. It was like electricity shooting through her as she came, her whole body went stiff before she fell back in a breathless heap, earning a grunt from Ben. As she lay there panting she became aware of Ben’s erection poking her in the shoulder blade. She pulled herself up on wobbly limbs and turned to face his tented pants, smiling to herself as her body still tingled.

Ben’s breath hitched as he felt hands working at his pants, undoing them and pushing them down around his knees. Then Gwen’s hand grasped his dick through his underwear and he couldn’t take it anymore.

“Gwen, untie me,” he tried not to sound like he was begging but it was clear how powerless he was at the moment as he futilely pulled at his restraints.

“Hmm, how about I meet you halfway?” Gwen replied as she turned around and lay down on top of him. She stroked his face again before suddenly pulling the blindfold up onto his forehead. The short time he had spent in darkness made even the soft light of the security office feel harsh to his eyes, leaving him momentarily blind.

When he was able to open his eyes again he found Gwen straddling his waist, massaging his erection through his underwear. She had a skinny body, boyish even as she lacked the womanly curves that came with development but he found himself drinking in the sight of her nonetheless. She was so aroused with peaked nipples standing out on the plains of her chest and a post-orgasm blush that nearly matched her vibrant hair. As his eyes traveled over her body he realized she wasn’t just thin. He had never noticed before but she was sleek and supple with muscle tone that could only be described as delicate. She was an athletic goddess in the making.

“Ben, when you and Charmcaster did it… for the first time… was it her first time?” She tried not to sound so nervous, she didn’t dare betray how afraid she was of what his answer might be.

“I don’t think so,” Ben replied, unable to take his eyes off her as she continued to slowly work him.

His response made her smile, her fingers slid under the elastic band of his underwear and began tugging them down, unhurriedly freeing his cock.

“Good, that means this will be more special then,” she finally said as she tugged his underwear down to join his pants. She placed one hand on his stomach as she lifted herself up so she was poised over his dick.

“Ah, Gwen, are you sure you want to do this?” Ben found the words tumbling out of his mouth despite the overpowering sexual hunger he felt for his cousin.

“That’s why I wanted you tied up,” Gwen said as she leaned down so she and Ben were face to face. She was still smiling softly as she gently kissed him. “This way it’s my decision. I want you to be my first.”

Before Ben could say anything more that might ruin the moment she kissed him forcefully while guiding his cock towards her waiting lips. A shiver ran through her as his head spread her lips apart, it was a bit thicker than a finger. Ben moaned as he felt resistance, she was tighter than he could have imagined. Gwen was panting in anticipation as she lifted her ass back up slowly before taking a deep breath and allowing herself to drop down. She whimpered softly in his ear as she clung to him, her whole body shaking.

Ben looked at her in concern but she recovered before he could open his mouth, pushing herself up and rising up until he threatened to pop out of her. She drove herself down in quick, powerful thrusts, throwing her head back as the pain faded and the sensation of Ben filling her up became the only thing she cared about.

Ben was overwhelmed, Gwen was so much tighter than Charmcaster, it was a wonder they weren’t stuck together. It felt like she was trying to impale herself on his dick, and with the walls of her vagina squeezing every inch of him it was all he could do not to come.

Gwen began to pick up her pace, bouncing her skinny ass on his cock and he lost himself in her sexual frenzy, thrusting his hips upwards every time she descended. Gwen’s hands gripped his shoulders as she rode him wildly. At the pace she was working him it would be only a matter of moments before Ben came but it was like she could sense how close to the edge he was as she suddenly changed tactics, sinking down until she hilted his dick and slowly grinding her hips into him. Ben imagined that this must be what being a joystick felt like as Gwen rocked forwards and backwards and side to side, his cock pressing against all her walls.

This newly discovered method of fucking seemed to sit well with Gwen as she increased the speed of her rubbing, their sweat and her juices allowing her to do so without discomfort. Sharp gasps of pleasure escaped Gwen with every slide. Not only was Ben’s cock stirring her insides in new and exciting ways but her clit was constantly pressed against his body and euphoria swelled within her. It culminated in an orgasm that rocked her until she collapsed atop Ben, panting in his ear.

For a moment he feared she had passed out but her hands slowly began to move up his neck and then they were running through his hair as she rained kisses down on him. Once more Ben craved to have his arms free and as he pulled at his bindings he found them giving slack. That was when he realized Gwen had pushed the blindfold off his head, which had loosened his restraints. Whether intentional or not, his hands were now free and a smile crept across his face.

Gwen let out a squeal of surprise as Ben squeezed her ass with one hand and took hold of a nipple with the other. Even though she had just come Ben’s hands began to tease her towards another crescendo and after only a matter of moments she was throwing her head back in climatic bliss. She sagged against Ben, feeling spent after two orgasms so close together but he wasn’t going to give her time to recover as his hands grabbed handfuls of her ass and began pumping her up and down.

“No more! No more!” Gwen cried before her protests dissolved into wordless mewls. Her body wasn’t just sensitive, it was hypersensitive, there wasn’t a spot that couldn’t be touched without sending her into spasms. She could only compare the experience to what Charmcaster had done to her, only it was completely different as the definitions of pain and pleasure blurred into one overpowering sensation. It was too much for her, her mind was going blank as Ben continued to plunge himself into her depths mercilessly.

“I think… I’m winning this game,” Ben grunted as he neared the limits of his stamina. He began lifting her off him but before he could pull out her hands grabbed his and forced them away.

“No, I win,” Gwen whispered before she sighed as she sank back down. Ben barely had time to register what was happening before he gritted his teeth as he erupted. And erupt he did, after hungering for Gwen for so long his orgasm was stronger than any he had had before.

Gwen could feel each shudder of his cock as it unloaded into her, her hand travelling down to rest on the spot several inches below her navel before she looked to Ben. He was quiet as he held her, his hands traveling up her body until his arms were wrapped around her waist, his chest heaving in silent exertion. She lowered herself down atop him, a smile curling her lips.

“So how did you like my game?”

Ben stared at her quietly before shrugging, “Eh, it wasn’t Sumo Slammers but I’d definitely play again.”

Gwen punched Ben in the arm and then gave him a quick peck on the cheek before settling back down on top of him, enjoying the feeling of their bodies touching.

“I wonder how Charmcaster's doing?”

Gwen frowned at Ben, feeling a pinprick of annoyance that his mind would turn back to Charmcaster so quickly but as she thought about her other lover a thought occurred to her.

“We should throw her a party when she gets back with the money,” Gwen said, resting her chin on the back of her hands.

“That sounds like fun, but shouldn't we get rid of the money first so this doesn't happen again?” Ben replied as he laid a hand on Gwen’s back.

“What, afraid you won't be up to it in time?” Gwen said, teasingly arching an eyebrow at her cousin, wondering if he would respond in his usual manner.

Ben didn’t disappoint as he suddenly grabbed at her. She squealed again despite herself as Ben rolled them both so she was pinned beneath him. Her cries quickly turned to moans as Ben once more plied his mouth and hands to her body and while she knew Charmcaster would be successful she hoped she would take a while longer to return.


	8. Sorry, We're all out of Sex right now. Perhaps You'd like some Violence Instead?

Charmcaster had been forced to walk to avoid drawing attention once she left the employee only hallways and she found herself grateful for it as she discovered that just being part of the crowd wasn’t so bad as she walked through the various aisles of the labyrinthian mega store. Her mind should have been focused on the task at hand but as she moved with the ebb and flow of traffic she found herself thinking about other things as she made her way towards Flip. Like what was she going to do with her life now? She wanted to stay with Ben and Gwen for as long as she could but what else? What was going to drive her forward?

For the longest time it had been her uncle that had defined her long term goals, which had been to become more powerful than him or avoid him entirely. With Hex out of the picture she wasn’t sure what to do with herself.

There was her magic but Ben had helped her realize that she had already devoted most of her young life to arcane studies so she felt that she should find something different to focus on. As she looked around at the mundane people bustling about she wondered if she could attain some semblance of normalcy in her life. Then again her relationship with Ben and Gwen was anything but normal.

Thinking of those two kept her thoughts from becoming depressing. She was actually surprised that neither of them had shown up yet. Something told her that was Gwen's doing, she was clever enough to figure out Charmcaster's motives and keep Ben from coming after her.

Charmcaster paused as she realized she was close to the area where she had seen Flip on the security monitor. She pulled up the hood of her vest in the hope that she could get as close to Flip as possible without him spotting her. If she could take him by surprise the day might yet be salvageable.

She shuffled through the entrance of the skate park, scanning the immediate area while keeping her head down. The place was pretty crowded, kids of all ages and even a number of adults were speeding around the place on anything that wheels could be bolted to. As she looked around she realized there were plenty of people simply watching as well, it helped her feel less out of place. Despite herself she was beginning to feel relaxed until a voice spoke up behind her.

"I knew someone was going to be looking for me, just didn't figure any of you would be stupid enough to come alone."

Charmcaster spun to find Flip leering smugly with another of his crew standing behind him. His toady seemed to be lacking his confidence, clearly the memory of the fight was still fresh in his mind. If they were scared maybe she could intimidate them into giving her Gwen's bag back, Charmcaster's hand began to drift towards her bag on her hip. Flip caught the movement and held up his hands mock-surrender.

"Hold on there, Glenda-goodwitch, before you go turning us into newts I want you to take a look at this," he pulled out his cellphone as he spoke, offering it to her with his increasingly annoying arrogance.

Charmcaster snatched it from his hand, giving him a hard stare before shifting her focus to the phone's screen. The picture was of some kind of canister with hazardous labels slapped all over it.

"Nice, isn't it?" Flip asked as his fingers brushed against hers while he took back the phone. Charmcaster yanked her hand back, wiping it on her pant leg as a grimace crawled across her face. Flip ignored her disgust as he continued, "That stuff is the real deal too. There was an incident in Dakota, some gangs had a turf war in a warehouse district where a shipment of this stuff was being kept. A stray bullet hit one of the containers and almost twenty people died.

"That canister is just one of four that my guys have stashed all over this place, and I don't mean the skate park when I say that. So you'll do what I say and not try any funny business or my guys will get a call and a whole lot of people will get hurt."

Charmcaster wanted to reach into her bag and force feed him one of her dog minion charms but the laughter of the children around her froze her in place as she realized she couldn't risk the lives of all these people.

It paralyzed her, this unbidden concern for these strangers. Just a week ago she wouldn't have cared what happened to any of them, but now as she looked around and saw people smiling and laughing together; the thought of anything terrible happening to them filled her with icy dread.

"What do you want?" She asked as her hands hung limp at her sides.

Flip slid up beside Charmcaster, roughly grabbing her arm when she tried to pull away, "My crew's reputation is trashed because of you and your two little friends. Since you're the only one we've got we're going to rebuild that reputation out of your ass."

Before she could pull away from Flip and his lackey something hard was pressed into her side.

"Your ass or I empty a clip into you and then a bunch of people die, your choice."

He shielded the gun with his body so no one else could see it as his man stepped to her other side and took her bag from her belt. With a nudge of the gun into her ribs he guided her out of the skate park with his crew member in tow.

Charmcaster felt numb inside as she was marched down aisle after aisle. How could this have gone so wrong? She hadn't felt this powerless even when she had lost her magic.

No! She couldn't let herself believe that because that would mean she had given up. She had to think, she wasn't going to let this prick and his pack of losers have their way with her or hurt anyone else. Maybe Ben and Gwen were still in the security office and they would see she was in trouble... except that it suddenly occurred to her that she couldn't let them rescue her either. If they came to save her there was a chance those canisters would be set off and she couldn't risk that, but if Flip thought she was trying to signal for help...

She glanced skyward, searching for the hanging spheres that concealed the security cameras. She had no way of knowing if Ben and Gwen were still even in the security office but it was the only thing she could think of to try. Every time she saw the opaque orbs she tried to stare directly at them without being too obvious. For a moment she thought it wouldn't work until Flip spoke into her ear.

"What are you doing? Trying to get someone's attention?" A contemplative look passed over his face before he sneered at her in disbelief, "Holy shit, are your little friends in the security control room? Well, I'd love to invite them to our party but that would make it a little crowded, so instead I'll send a couple of my boys to give them a send off."

Charmcaster tensed, fighting the urge to slap him for his smug presumptuousness. The urge passed quickly once she imagined how Ben and Gwen would handle his goons, the thought almost made her smile.

"You leave them alone!" She whispered intensely, allowing herself to look fearfully vulnerable with her lip quivering. If Flip was half the scumbag she thought he was, she knew how he would react.

He smiled, feeding on the sense of power he got from her fear, "Too late for begging, freak. You had your chance earlier and you blew it. Skids, get some of the guys on the line and send them to the security office with some serious heat."

Charmcaster turned away from Flip and his lackey, hoping they thought her despairing as she hid a smile. Flip roughly pulled her back, jamming the gun painfully into her ribs. His breath was hot and heavy on her neck as he pulled her closer until she felt something else bumping stiffly into her lower back.

"Just thinking about what we're going to do to you is making me so hard right now," He breathed into her ear, sending chills of disgust down her spine. For a moment her fear was real again as he continued to guide her along with both his weapons pressed into her.

***

Ben dressed slowly, finding it hard to concentrate on anything but Gwen's naked form. She was still lying on the table, curled up on her side as she basked in the memories of their lovemaking. He had to tear his eyes away from the sight of her still flushed and gleaming lips leaking his cum but he couldn't keep his mind off her.

Being with Gwen was so different than when he was with Charmcaster. There was more than the obvious differences, like body type and sexual experience, it was how they went about it. Charmcaster was almost adversarial, wanting to dominate or be dominated where Gwen was just endlessly eager. Even when she appeared to be challenging him it wasn't a vie for dominance, merely her way of urging him to keep pace with her. He did have to admit, it had been supremely gratifying making her call out his name so wantonly but there was more to it than that. Every cry of pleasure, every moan of ecstasy, gave him a small rush of euphoria; making her feel good made him feel great!

Thinking about the both of them had him glancing toward the security monitors in hopes of seeing a victorious Charmcaster returning. At first he saw nothing but then a flicker of movement drew his eyes to a camera that watched the hallway outside the security office. For a moment he feared it might be a shift change of the security guards until he saw that it was two teenagers making a poor attempt at avoiding the cameras.

"Gwen, get dressed," was all Ben had time to say before the teenagers pulled out mini-uzis and rushed the door. Ben threw himself to the floor as the door was kicked in and a hail of gunfire hit the panel of security monitors behind him. Through narrowed eyes Ben worked the dial of the Omnitrix, glass and sparks raining down on him as the panels were blown to bits by the seemingly endless spray of bullets. Then as quick as they started the shooting just stopped, though the gunfire still roared in his ears. Between the haze of gunpowder and smoke from the burning panels it was impossible to make anything out more than a foot in front of him, even from his vantage point on the floor.

"Think we got them?" he heard one of the thugs ask nervously as they waited for the smoke to clear.

"Dunno," came his cohort's reply.

Ben quietly began turning the Omnitrix towards a different selection when a shrill scream pierced the ringing in his ears.

"Gwen!" he yelled as he slammed his fist down onto the face of the Omnitrix, the green light cutting through the smoke, drawing the teenagers' gazes away from Gwen and her state of undress.

They snapped their guns up, looking for a target in the smoke.

"We're ready for you freak, got enough fire power here to tear you to shreds!" Boasted one of the thugs, tilting his gun on its side as he swept it back and forth.

"You wanna talk fire power? I'll show you fire power," Ben said menacingly as two fireballs burst from the smoke and struck the mini-uzis. The teenagers cried out in surprise and pain as their guns suddenly became too hot to handle and they clattered to the floor. Ben was on them a moment later, lunging forward as Heatblast.

Being confronted by an alien made of fire was more than they were prepared for and they tripped over each other as they tried to run. Ben caught them in either hand and spun them around, catching hold of their shirts and pinning them against a wall. Rage coursed through him, it was all he could to dial back the flames of his hands to keep from setting them on fire. As it was their shirts smoldered in his fists.

"Let us go you freak!" the boastful teenager demanded, trying and failing not to flinch when Ben directed his literally burning gaze at him.

"Sounding pretty bossy for someone in your situation," Ben said as he leaned in close, letting the almost painful heat of his face wash over the teenager.

"If-if anything happens to us..." the other teen tried to say before withering under Ben's gaze.

"Our boss will know and your friend will get it," the first one finished, speaking with an undeserved sense of bravado.

Ben's face twisted in confusion as he thought they meant Gwen until it dawned on him who they were really talking about, and the flames on his head burst into a white, hot tower.

"If anything has happened to Charmcaster..." Ben trailed off, letting the unspoken threat hang in the air.

"Easy, Ben. They can't tell us anything if you cook them," Gwen said as she stepped up beside him, her face showing no sign that she had been half dressed when the two thugs had burst into the office. "Now tell us where we can find your boss."

The two shared a look as if they were trying to decide which would be worse for them; ratting out their leader or keeping quiet. Ben thought they needed a little more incentive to come to the right conclusion so he hoisted them off the ground, letting their feet dangle and kick uselessly as his fists began to grow hotter and hotter.

"Wait, wait, wait, wait! We'll tell! We'll tell!" the less composed teen cried, his face pale with fear.

"Shut up man! Flip will make you wish you were never born if you squeal!" the other teenager yelled, trying to bully his compatriot into silence.

Ben slammed the first teen into the wall, knocking the wind out of him before turning his attention to the stool pigeon.

"Spill it!" Ben yelled.

"The hunting and camping department! They've got that stupid indoor waterfall, there's a door behind it that leads to the pump system that works it. The lock's been busted for a while now. No one can hear you once you're inside and as long as you have a lookout no one can sneak up on you."

Ben lowered them to the ground but kept them pinned to the wall as he looked to Gwen.

"What should we do with them now?"

Gwen rubbed her chin in contemplation as she considered the two of them. The one who was talking seemed genuine in his fear but there was something one of them had said in the beginning that bothered her.

"What did you mean your boss would know if anything happened to you?"

At first the rat was quiet but at seeing Ben spit a glob of fire onto the floor his lips found themselves suddenly loosened, "Flip isn't stupid, told us to call him once we were done here. If he doesn't hear from us soon he'll know something's up and then his crazy ass will kill a whole bunch of people."

"What?!" Ben and Gwen cried out in unison, caught off guard by the sudden revelation.

"I'm not gonna say it again, shut your mouth!" the other teen yelled, flailing his arms at his companion.

"I think someone needs a nap," Ben said before shoving the teen to his knees where Gwen stepped up and whispered a magical syllable as she placed her hands on either side of his head. Arcs of blue light jumped between her hands, passing through his skull and causing him to spasm until he passed out.

"What did you do?!" the terrified teen asked as his friend collapsed face first.

"The nicest thing we could do considering the circumstances. Now what were you talking about?" Gwen said.

Ben had to give him a shake to get him talking again, "There's this stuff we stole, super dangerous looking gas. Flip's got it stashed all over the whole store with guys ready to release it."

"Why?" Ben couldn't help but ask.

"Because he's nuts! Anytime anyone crosses him or makes him looks bad, he comes after them, hard. I've seen him kill pets and cut break lines on cars, but this time he's lost it."

"Where does he have this stuff hidden?" Gwen demanded.

"I don't know," he replied, flinching at the looks they gave him. "Really, I don't! He told each guy he gave a can to, to hide them someplace where'd there be lots of people."

"If this stuff is so dangerous how'd he convince these guys to set it off, it'll kill them too."

The teen shook his head, "He's got them all convinced it'll just make people sick and scare them and during the confusion the rest of us will steal a bunch of stuff."

Ben frowned in disgust as he finally let go of the teenager, allowing him to slump to the floor as the full reality of what he was involved in sank in.

"Do you think we can stall him long enough for the watch to recharge? If I can go XLR8 I can find those things in the blink of an eye."

Gwen shook her head, "No, we need to find a way to neutralize this gas so even if it is released it doesn't hurt anyone."

"And just how do we do that?" Ben asked.

Gwen rubbed her chin as she considered and rejected several ideas before finding herself inspired by Ben's matchstick head.

"This place must have a crazy fire suppression system, if we can get it going across the whole store the water from the sprinklers might neutralize the gas if it gets released."

Ben smirked as he cupped a fireball in one hand, "Then what are we waiting for? Let's rain on his parade."

***

Charmcaster found herself thrown to the ground, barely getting her hands up in time to catch herself. She shot a glare over her shoulder at Flip, who still had his gun trained on her. Her glare quickly encompassed the whole room as the rest of his gang stepped forward to surround her. There were only five of them but in the tight confines of the pump maintenance room that was enough.

"Should I be flattered that you brought this many guys just to take on little old me?" she asked in a mockingly innocent tone, earning soft chuckles from several guys that quickly died as Flip cast a baleful eye at them. Her disgust for Flip was the only thing outweighing her fear at the moment, allowing her to maintain a brave face.

Flip stepped closer so he loomed over her, his features disappearing into shadows as he became backlit by the light overhead.

"She's all yours' boys. Do your worst because once everyone is done with her I'm going to show her that the worst hasn't even fucking begun."

He turned his back on her then, reaching into his pocket for his cellphone as he stepped out of the enclosing circle of gangbangers. Even as hands reached for her and began groping her Charmcaster's eyes were locked on Flip's phone. There's only one call he could be making, to check on the men he sent after Ben and Gwen. If he thought something had gone wrong with them she knew he wouldn't hesitate to carry out his threat of unleashing the gas.

"I'll give you the rest of the money!" the words blurted themselves out of her mouth before she realized what she was doing. The hands touching all over her body stopped as the teenagers looked down at her in confusion, even Flip was staring at her, his phone forgotten in his hand.

"What money?" one of the teens asked her and her mind raced to come up with a plan.

"The five grand your boss took from me and my friends during the fight? It's why I came after him. I'll give you ten times that if you let me go right now."

To her relief most of the hands groping her let go as their owners turned towards Flip, most but not all.

Flip calmly turned towards her and began to approach slowly, the others backing away at the dangerous glint in his eyes. Charmcaster suppressed a tremor of fear as he placed the barrel of his gun in the middle of her forehead but she didn't flinch or look away, instead she stared at him determinedly.

"What the hell are you talking about?"

"Don't try to play dumb now Flip. It was pretty smart of you to figure there was more money but I'd rather die than let you keep it all."

That caught him off guard and Charmcaster took advantage of it, continuing the momentum of her attempt to drive a wedge between Flip and his gang, "That's right boys, he was going to sell you out and run off with a small fortune."

"Shut the fuck up!" Flip hissed as he painfully pressed the gun against her head, dragging it along her skin until the barrel was jamming her in the temple. "You little whore, you think these guys are going to fall for such flimsy bullshit?"

Charmcaster swallowed heavily before she continued in as steady a voice as she could muster, "I don't know, how about it guys? Is your boss the type of guy who rewards failure? After that fight he decided to cut you losers loose. Look, Flip's still got his phone out, who was he calling? The two he sent to kill my friends? Please, he sent them there to fail. We kicked your asses pretty easily, those two could handle a couple punks without a problem. No, he was signaling my friends and now they're-"

Charmcaster didn't get to finish as her head was turned abruptly to the side, forced that way by how hard Flip was pressing his gun into her head. She watched him out of the corner of her eye, rage apparent on his face as his finger began to curl around the trigger. Charmcaster squeezed her eyes shut at the last moment as fear overwhelmed her, bracing for the end.

It never came and after several deep breaths of relief she finally dared to see what had stayed Flip's hand.

One of Flip's thugs was pointing a gun at him, a larger teenager with thick arms and a thicker neck. Flip was staring at him in shocked outrage, his chest heaving silently before he finally managed to get out, "What the fuck are you doing?"

The teen seemed unfazed by Flip's venomous tone, "Ease up boss, I'm only thinking about the money. You pop her and I'm thinking we don't see any of it."

"There is no money, you goddamn idiot!" Flip raged, whipping the gun up so he and the other teen were in a sudden standoff. "She's fucking with us! This is what she wants."

"No, the money's real. It's in my bag, I'll show you," Charmcaster broke in, causing Flip to point his gun at her again.

"Your bag? The one you were using to throw fucking explosions at us with? How stupid do you think we are?"

Once more the other teen interjected, "I say we let her show us. Even if it's a trick she can't take us all out."

Flip looked at his obstinate minion with murder in his eyes but after a quick glance around the room he saw the dangerous hunger of greed in the others' eyes and their hands resting on various weapons before he finally yielded with a toss of his hair.

"Fine," he said before reaching down and grabbing a fistful of Charmcaster's hair and forcing her to her feet until she was practically on the tips of her toes. He placed the barrel of his gun against her cheek as he spoke, "But if it is a trick I will personally end you."

Charmcaster fought to keep from crying as he jerked her this way and that, constantly threatening to tear her hair right off her skull while guiding her towards the guy who was still holding her bag. He held it out to her but only so she could reach the zipper. Through eyes filling with tears and gritted teeth she reached out with one hand, the zipper slipping through her fingers several times before she finally managed to grasp it. There was a final silent reminder from Flip as he prodded her face with his gun once more.

She inched the bag open slowly, fearful of startling the already on edge Flip. Finally she reached a point where there was enough room for the bag to burp out several wrapped stacks of twenty dollar bills. The room grew very quiet as Flip's crew looked to him.

"Looks like she was telling the truth about the money, boss," the thick-necked gangbanger said, waving over another kid to pick up the stacks of cash.

Flip switched his grip from Charmcaster's hair to wrap his fingers around her throat, threatening to choke her as he pulled her close. He ducked down to hide behind her as he turned her to face the others while aiming his gun at his comrade.

"Yeah, and so what? Do you think that little pile of cash means she was telling the truth about everything else?"

Before any of Flip's crew could answer the shrill klaxon of a fire alarm filled the air, resounding through the entire shopping complex. Charmcaster was the first to react, jabbing Flip as hard as she could with an elbow while clawing at his hand around her throat. He snarled despite having the breath driven from him and shoved her away from him.

She turned her head as she fell and watched in what felt like slow motion as he made to train his gun on her only to recoil as a shot flew by the both of them. Charmcaster's head snapped back around to see his former gang member firing at him again.

A deafening roar overhead told Charmcaster that Flip returned fire as every other guy in the room suddenly dove for cover, trying to find someplace to hide. Charmcaster threw herself flat against the floor as the two continued exchanging shots. The small room turned each bullet into a cannon until Charmcaster's ears rang so much she thought she must be deaf.

She felt more than heard the sudden pounding of feet around her and dared to raise her head. Through the haze of gun smoke she saw a body lying on the ground, the thick necked teen from the looks of it. He wasn't moving and she didn't see his gun anywhere.

As she pushed herself up her eyes lit upon her bag, dropped and forgotten during the shootout. She scooped it up and darted toward the exit, shoving the door open and emerging into chaos.

The blare of the fire alarm cut through the ringing in her ears just as water struck her face, making her double take as it appeared to be raining indoors. In stunned silence she looked this way and that as the store's heavy duty fire suppression system kept up a constant downpour of water.

She held a hand up to futilely shield her eyes from the water as she tried to see which way Flip had run when she realized how ridiculous she must look and cast a spell.

" _Unda Repello_ ," she said, closing her eyes as a rush of wind surrounded her, forcing the water away from her until she was completely dry. It didn't stop there, pushing the water away so even the floor was dry and a small barrier formed over her head. She sighed in relief, glad she wouldn't have to run around while being bogged down by sodden clothing.

When she opened her eyes she caught sight of a figure coming straight towards her. Charmcaster tensed, her hand going to her bag until she caught sight of the figure's familiar red hair.

Gwen's pace quickened upon seeing Charmcaster and the relief on her face was apparent as she embraced her, not even blinking as she became dry the second she crossed the barrier of Charmcaster's spell. Then she held Charmcaster at arm's length and looked around in confusion, her lips moving but Charmcaster unable to make out a word between the fire alarm and the ringing in her ears.

"What?" Charmcaster yelled, leaning an ear towards Gwen.

"Ben! Where's Ben?! He was ahead of me!"

A chill crept over Charmcaster that made her feel as if she were drenched all over again.

"He must have seen Flip running away and gone after him," she said.

"That idiot!" Gwen cried out ruefully. "The Omnitrix timed out, he could get hurt taking on that psycho."

Charmcaster's breath hitched at the thought, Gwen had no idea how true those words were. Trying to remain calm her hand went to her bag and she withdrew three charms, tossing them with a flick of her wrist. They grew in midair and by the time they landed she had three minions roughly the shape and size of Rottweilers.

"Find Ben," she ordered and they responded immediately, running as if there was a scent for them to follow. She hurried after them, Gwen keeping pace alongside her.

"What's wrong? Why do you look so worried?" Gwen asked between slightly labored breaths.

"Just a bad feeling," Charmcaster replied as she stared determinedly ahead.

***

Flip pushed his hair out of his face as he peered around cautiously, wary for any sign of his former lackeys. His blood still boiled at how that little bitch has sewn discord among his crew so easily. If he managed to get out of this without being caught by the authorities he would do whatever it took to get his revenge, that he swore to himself as he trudged through several inches of water.

He was still trying to figure out how he would manage to avoid the cops when he was suddenly tackled from behind. He tried to catch himself but with one hand still holding his gun the best he could do was come down hard on his side. He growled as he rolled on to his back only to be surprised by how easy it was to throw his assailant off him. That's when he saw it was the freak kid, glaring at him as he pushed himself up and prepared to jump at him again.

Flip wasn't going to give him the chance, swinging the gun up so the kid was staring straight down the barrel.

Ben froze, he hadn't even seen the gun until now, he'd been so focused on keeping Flip from getting away. A jolt of terror ran through him as Flip pulled the trigger without hesitation and the sound of the firing pin striking somehow washed out all other noise...

Ben and Flip stared at the gun as nothing happened. Flip pulled the trigger again only to watch as another bullet was ejected harmless without having been fired. Ben didn't hesitate again as he lunged at Flip, knocking the gun aside as he threw a punch.

Flip's nose made an audible crunch as Ben drove his fist into it as hard as he could. Ben would have kept punching him but Flip got a leg between them and planted his foot against Ben's chest, sending him sprawling with a powerful push. Ben slid across the floor, coming to rest against a shelf.

Flip sprang to his feet, one hand at his nose in an attempt to staunch the bleeding. His words were muffled and distorted as he yelled at Ben, "You little freak! Don't you know when to leave good enough alone?"

Ben pushed himself up, scowling as he grabbed at the shelving unit, "Should have asked yourself the same thing when you came after us."

"Oh yeah? Well I don't see you turning into some kind of monster so how are you going to stop me now?" Flip sneered through the blood pouring from his nose as he pulled his knife. He lunged at Ben, arcing his arm back to bring the knife down on Ben in a powerful swing.

Ben braced himself against the shelving unit as he brought the baseball bat his hand had landed on up to block Flip's attack. Ben felt the impact through his whole body as the knife stopped mere inches from his face.

Flip let out a growl of frustration, "Can't you just die?"

Ben grunted as Flip wrapped both hands around the knife, driving it downward slowly. Ben pushed back as hard as he could but his strength was no match for the teenager's. His eyes went from the knife to the still timed out Omnitrix and back again as he tried not to panic. His arms began to tremble and burn as the knife crept closer and closer.

Flip smiled viciously as the tip of his blade brushed Ben's cheek, blood welling up before joining with the water running down his face and turning it pink. Ben growled as he summoned the last reserves of his strength and managed to move the knife back a little.

"Not good enough," Flip breathed manically. He was so caught up in enjoying Ben's final moments he was oblivious to the loud splashing of something swiftly approaching. Ben barely had time to register it before a brown blur bowled into Flip, knocking him off him.

Ben sagged even as his head turned to see what had saved him and blinked in surprise to see it was one of Charmcaster's strange wooden creatures she was able to summon from her bag. Two more quickly joined the first and proceeded to circle around Flip, growling and snarling at him even though he looked to be unconscious. Ben looked in the opposite direction just in time to see Charmcaster and Gwen round a corner, both of them surrounded by an invisible shield that kept the water off them.

"I don't think I've ever been so glad to be rescued," Ben said as they hurried to his side and helped him to his feet.

"Consider it a return on all the times you've saved me in the past couple days," Charmcaster replied before planting a kiss on his cheek. "Now don't make me have to do it again."

Ben nodded before wincing as Gwen slugged him in the arm.

"Ow! What was that for?"

"That's for trying to take on that psycho like an idiot," Gwen said though it was clear her anger was born out of concern. Ben accepted her chastisement without rebuttal, instead choosing to focus on the problem of Flip.

"What do we do with him? He doesn't have the money and I doubt he'd tell us where it is if he were awake."

Before Gwen or Charmcaster could reply the water suddenly stopped pouring down around them and the alarms shut off. The three of them looked around in surprise before realization dawned on Gwen's face.

"We'll have to figure something else out but right now we need to get out of here. This place is about to start filling up with cops and firemen."

The three of them began running down the aisles, quickly joined by Charmcaster's dog minions. One by one the minions jumped and shrank as they flew back into Charmcaster's bag, the last one disappearing just in time as they rounded a corner and came face to face with a squad of firemen accompanied by several police officers.

"Hey you kids, don't move!" One of the cops yelled as he and the others surged forward. They surrounded the three of them, looking them over as the firemen continued around them.

"What are you three still doing in here?"

Ben fumbled for a response but Gwen, quick thinking as ever, beat him to it, "We were in a display tent when the alarms went off and got scared when we saw people running everywhere. We weren't sure what to do so we stayed there until everything stopped. Are we in trouble?"

Tension knotted Ben's gut as he watched the officers' faces for any kind of response.

"You kids are lucky this turned out to be a false alarm, you could have been hurt."

He tried not to sag too visibly as two of the cops turned away to catch up with the firemen.

"Is there an adult that you came here with or we can contact for you three?" asked the last officer as he escorted them out of the store.

"Our grandpa's been taking us cross country in his RV, he slept in this morning. He should be outside," Gwen said, smiling for the officer. Ben had to admit she was probably the only one who could play innocent well enough to get them out of trouble.

Outside was probably every cop car, fire truck, and ambulance in a thirty mile radius. The barricade they set was crowded with shoppers as those checked out by EMS technicians were cleared and allowed to leave and police collected statements from those willing to make one. They had barely stepped outside before a cry of "Kids!" drew their eyes to Max pushing through the barricade. The cop with them waved him through and he hurried to them. Ben and Gwen rushed to greet him, wrapping their arms around him as he place a hand on each shoulder. Ben looked up as Max's hand left his shoulder and saw his grandfather reach out to Charmcaster, bringing her closer to make it a group hug.

"I was worried when I heard sirens and couldn't find you three. What happened in there?" His question wasn't directed at them but at the officer.

"We're still not sure. The fire system reacted like it detected a real fire but we can't find any evidence of one and the statements we're getting from people aren't adding up either."

"Do you need my grandkids to make a statement?"

The cop shook his head, "That shouldn't be necessary. I'd say to have the EMS guys take a look at them but they avoided getting hurt in the rush for the exits when the alarms went off. And while I wouldn't recommend hiding if they're ever in a situation like that again, I'd say it worked out for them."

"Thanks officer," Max said before ushering the three of them ahead of him.

"Grandpa, we-" Ben tried to say before Max cut him off.

"Not now Ben," Max said sternly and they walked back to the Rustbucket in silence. They filed inside and into the back after a gesture from Max, sitting side by side on the back couch while Max stood in the hallway with his arms crossed. "Now Ben," was all he said as he stood there examining them.

"Grandpa, we-" Ben tried to say again before finding himself interrupted by Charmcaster.

"It isn't their fault, they were just trying to help me," she said almost defiantly.

Max regarded her quietly and dispassionately before asking, "Helping you with what?"

Charmcaster stood and once more emptied her bag of money but rather than act ashamed like she had before she stood with an air of audacity. Max's face remained unreadable as he stared at her and Charmcaster slowly wilted under his gaze until she rejoined Ben and Gwen on the couch.

"Ben, Gwen, I'd like to speak to Charmcaster alone."

Charmcaster watched with trepidation as Ben and Gwen got up and dragged themselves out of the back. Each of them spared a glance back at her before Max pulled the privacy curtain shut. Charmcaster's gaze dropped to the floor as Max moved to the side couch and eased himself down.

"I wanted to hold off on having this conversation until later but now seems like as good a time as any."

Charmcaster glanced up as the tone and direction of the conversation wasn't what she was expecting.

"Before we get into what happened today I need to know if there is any more of your past that needs to be dealt with before it makes trouble for your future."

Her surprise must have been obvious from the way Max smiled and reached over to place a comforting hand on her shoulder.

"Thought I'd be mad? I understand that you're trying to change, otherwise this predicament you got into today wouldn't have happened. I don't blame you for what happened today either, making this kind of transition isn't easy so from now on I want you to know that you can come to me and I'll do the best that I can to help you."

Charmcaster was at a loss for words as she was overcome by a strange warmth fluttering through her and for a moment the faces of her parents flashed before her eyes. For the longest time she hadn't been able to picture them and she had feared she had forgotten what they looked like. As tears began to well up in her eyes she realized why she was feeling like this, this was the first time she had felt truly safe in a long, long time. Before Max knew it she had wrapped her arms around him in a hug, the hug of a child seeking comfort from their elder.

"Thank you," she said when she finally pulled back. She seemed more relaxed and comfortable than she had ever been, sinking into cushion until she sat forward with a start. "Oh god, there's more money!"

She looked to Max but he only patiently motioned for her to explain. "We put some of the money in Gwen's bag and it was stolen, that was the start of the whole problem. We weren't able to find it before the police found us but it has to be somewhere in the store."

Max nodded sagely before standing up and opening the curtain. Ben and Gwen shot up from where they had been sitting at the front, apprehensively trying to read the situation before visibly relaxing as Charmcaster smiled at them. Their attention then turned to their grandfather as he began looking through various cabinets.

"Grandpa, what're you looking for?"

"Some old Plumber tech," Max said as he pulled out several different devices, placing some in his pockets before clasping another around his wrist like a watch. "We used to be pretty good at keeping the world from knowing about aliens and often that meant destroying evidence. Now you three stay here, I'll be back in a little bit. By the way Gwen, Charmcaster will owe you a new bag."

Before they could say anything Max was out the door, shutting it behind him.

"So what else did you two talk about?" Gwen asked as Charmcaster came to join them at the table.

"Oh, nothing much but our talk helped me realize something," Charmcaster replied as she entwined her fingers through Ben's.

"Yeah? What's that?" Ben asked giving her hand a squeeze.

"How lucky I'll be if you're even half the man your grandfather is."


	9. Sex on the Beach and I don't mean the Drink

Charmcaster sighed contentedly as the sun warmed her back and the rhythmic song of the waves lulled her away from consciousness. It had been three days since the incident with Flip and his gang and things seemed to have returned to normal, or as normal as they could be. It was just what everybody needed, several solid days without any crimes being committed, aliens attacking, or old foes seeking revenge.

Charmcaster had hoped to use the quiet time to try and experience some semblance of a regular life, but Ben and Gwen had something else in mind. They had been very eager to show her the parts of life she'd been ignoring, but it was all a smokescreen so they could try and get her alone. It had started as just fun flirting whenever Max wasn't looking but with the two of them no longer caught up in their usual little rivalries and bickering they had instead made a game of seeing how far they could take it. Often one of them would play the part of diversion with Max to give the other a few minutes alone with her; and when the rare opportunity presented itself for all three of them to be alone the two of them seemed to have an almost supernatural sense of when their grandfather's presence returned and used it to their full advantage.

She had finally pieced together the fact that Ben and Gwen had slept together during the chaos at the store and could only figure that it had awoken a deep sexual hunger in the both of them. The way they were constantly slipping their hands under her clothes to massage her pussy or fondle her breasts without full sexual gratification was quickly driving her crazy but there was little she could do about it aside from relieving some stress in the shower.

Now though, she was getting some much need relaxation under the watchful eye of Max. As she lay there she could tell Max wasn't the only one watching her; Ben and Gwen were having trouble focusing on their own relaxation with the way their eyes kept roaming over her body, not that that was their fault. She had pulled a stunning bathing suit from her bag. It was a one piece that was a rich purple in color with strips of golden faux leather fashioned into buckles that rested on her hips and connected the halterneck top to the bodice. Even though it was a one piece it showed a surprising amount of skin, the main stretch of fabric cut into an hourglass shape that covered her stomach and left her sides and back rather exposed. If not for a secondary strap across the back that held it tight against her body, it would have looked like she was topless with the way her unbound hair hid the halterneck.

The part that had thrilled and worried her the most when she was putting it on was the bottom of the one piece. The front was completely modest in the way it covered her but the back was another matter. It seemed to showcase the fullness of her ass and felt like if she turned or bent down wrong it would leave her ass exposed. However her ass was quickly becoming her favorite feature from the way Ben loved to fuck it.

As she lay there she recalled the looks on their faces when she had stepped out of the Rustbucket. Max had arched an eyebrow, though whether it had been in concern or disapproval she couldn't have said, before he smirked, "You sure are full of surprises young lady."

Getting to watch Ben fight to keep from simultaneously swooning and sprouting an erection had been worth any criticism Max might have had. There had been a blush on Gwen's cheeks as well but also a hint of something more, could that have been jealousy? She wondered just how envious Gwen was of her body and smiled as it gave her an idea for later before turning her mind to playing out a fun fantasy where she showcased a bikini for Ben and Gwen that was little more than a piece of string between her cheeks.

Just as she began to truly drift off to sleep the sounds of heavy, slapping footsteps brought her back. She opened her eyes to find Ben kicking off a pair of fins and pulling a snorkeling mask off his head. His eyes roamed over her body as he brushed dripping strands of hair from his face.

"I'm surprised you haven't used the Omnitrix," she said as her eyes shifted to the device on his wrist and the fact that its face plate was still green.

"Been there, done that, got yelled at for it," Ben replied as he sank down onto the beach towel that was laid out beside Charmcaster's. "How come you're just sitting here?"

"The last time I was on a beautiful beach I didn't exactly get the chance to sit back and enjoy myself, did I?"

"Yeah, but despite that it wasn't all bad, right?" Ben asked.

Charmcaster rolled on to her back, rewarding Ben with the sight of her chest and how her swimsuit lifted and separated her breasts, making a tantalizing display of them.

"I suppose, though I think I'd rather make new memories than reminisce," she said, biting her lip as she looked away though she did keep sneaking glances at Ben for any reaction.

Ben nodded in agreement before his head froze, she could practically see the innuendo gears turning and processing her words. All it took was a brief inspection of her face to find the coy smile on her lips to confirm his suspicion. He tried to keep his face calm as he looked to Max who was catching up on some reading, it wouldn't do if his grandfather thought he was too excited.

"Hey Grandpa, there was an ice cream stand back on the boardwalk, can we have some money to go get some?"

Max lowered the manual he'd been reading and slid his reading glasses down his nose to look at his grandson.

"Hmm, is getting ice cream all you'd be doing?"

Ben's smile faltered at the way his grandfather asked the question, he did it in such a way to imply that he knew what they'd really be up to and Ben froze at the thought.

"Well, we were also thinking of looking around for a while, see what there is to see," Charmcaster piped up, presenting Max with a plausible and harmless ulterior motive. As she stood up she picked up the towel she'd been lying on and wrapped it around her waist, hoping it would lend credence to the air of innocence they were trying to assume.

Max glanced from one to the other as he considered their request before turning his head toward Gwen.

"Hey, Gwen why don't you go with them and keep them out of trouble for me. I'll even throw in a little extra spending money for your time."

Gwen lifted up the brim of the sun hat she was wearing and sighed as she closed the advanced course textbook she'd been trying to read with little success.

"I suppose if someone has to do it," she said with an air of reluctance, though both Ben and Charmcaster saw the smile in her eyes.

A few minutes later the trio were walking side by side down the beach, Max shrinking in the distance.

"Just so we're clear, we're not getting ice cream are we?" Gwen asked once they were well out of earshot.

"Maybe later, but for now let's find someplace more private," Charmcaster replied as she grasped both of their hands and gave each of them a squeeze.

Gwen blushed at the small display of affection and turned her attention to scouting the beach for someplace that would hide them from prying eyes. The beach didn't offer much in the way of hiding places, being relatively flat until one reached the massive dunes that separated the beach from the inland and necessitated specific pathways to be carved through them to allow access to the beach. In the distance there was a pier jutting out into the ocean. Even from where they were they could hear the roar of the rides over the waves and the smell of amusement park food mingled with the salt of the sea spray. As they approached the pier from the beach they found the underside was fenced off with warnings posted all along it. Ben and Gwen both turned to a nearby staircase that would take them up to the pier but Charmcaster continued pulling them toward the fence.

"What are you doing?" Ben asked as Charmcaster's hand slipped out of his.

"We need someplace private, I don't think anyone is going to stumble across us here."

"Yeah and it looks so cozy and inviting, what with all the trash and rocks everywhere," Gwen said thick with sarcasm and a roll of her eyes for extra emphasis.

"You just let me worry about that, now get your cute ass over here and help me find where the local kids have broken in before."

"What makes you think there's already a way through?" Ben asked as he joined the inspection of the fence, looking for an opening.

"Because there are signs telling them to stay away," Charmcaster replied as she moved along the fence, testing the occasional spot with a push and a tug. She paused after passing one of the thick pier posts and flashed a triumphant smile to Ben and Gwen as she pulled on the fence and part of it came away from the post, creating a gap easily big enough for them to slip through.

The underside of the pier was just as dank and uninviting as it seemed from the other side. Even without the trash that somehow managed to wind up there from above the area had never been properly combed so jagged bits of rock threatened every step. They carefully made their way into the darkened interior, eagerly searching for a clear space that would hide them from prying eyes.

They finally found a spot that looked like a hangout for teenagers, if the empty bottles of beer scattered around a cleared area were any indication.

"Well, this doesn't exactly put me in a romantic mood," Gwen said as she looked around.

"I told you to let me worry about that, now watch and learn," Charmcaster said as she took the towel from around her waist and sauntered into the center of the clear spot, making sure Ben and Gwen watched her hips sway. She gave the towel a flick so it would lay smooth on the ground and bent over, showcasing her ass and even going so far as to give it a little shake. She took hold of one corner in both hands, pinching it between her fingers and pulled her hands apart. Ben and Gwen blinked in surprise as the towel impossibly unfolded, violet sparks running down the edges as it doubled in size width-wise. Charmcaster didn't stop there, she grabbed the corner again and lifted, making the towel quadruple in size.

Now that she had a large enough base she grabbed one edge and lifted, the sheet of fabric stiff in her hands. She lifted it until it was perpendicular to the square of fabric on the ground and stepped away, the wall of fabric standing without support. She flashed them a smile as she strolled to one end and turned one wall into two. She knelt by one wall and pulled up another section to make a roof, from which she made the next wall. She finally closed herself within the magical structure, leaving Ben and Gwen to wonder how to get inside until a rain of sparks began in the middle of the wall facing them. It cut down in a straight line and once it disappeared, Charmcaster's hand reached through the divide, beckoning them in.

Ben reached the opening first but surprised Gwen when he stopped at the entrance and stepped to the side, offering her the opportunity to enter first with a gesture. Gwen smirked and reached out to caress his face as she passed, trailing her hand down his shoulder where he reached up and took hold of it in his own as he followed behind her.

Ben paused as he entered, despite watching the place put up he was caught off guard by the transformation of the interior. Orbs of soft lavender light hung in the four corners while cushions littered the floor in mounds. Charmcaster was reclined on such a pile in the center of the tent, resting her head in one hand while the other drew idle patterns on a cushion. The scent of the sun tan lotion she had rubbed into her skin filled the air. It was such an exotic aroma that was more than just coconut oil, a truly heady mixture of fruits and flowers that filled Ben and Gwen with an aching lust.

"Well, are you going to just stand there or are you two going to help me get this off?" she said as she pulled at her swimsuit with one hand, teasing them with a hint of a nipple.

Ben and Gwen shared a smile as they approached in unison, filled with the pent up desires of the last three days. They knelt at the base of the mound she rested on, one on either side of her. Charmcaster was amazed at how well they worked together as two pairs of hands began to blaze a trail up her body, making way for their mouths to kiss and tenderly bite. She gasped and shivered as they nipped and nibbled at her in tandem, taking full advantage of all the skin her bathing suit showed off and moving up her body at a teasing pace. When they reached her breasts it was like they were reading each others' minds as they both snagged the inner edge of her swimsuit and pulled, exposing her breasts and allowing the fabric to press them together once they let go.

"You two are amazing," Charmcaster breathed, feeling a chill run through her as two sets of crystalline eyes roamed her body.

"We make a pretty good team," Ben said with a smirk, earning a look of honest surprise from Gwen as she was marveling at Charmcaster's breasts. She smiled as a blush that had little to do with her arousal bloomed across her face and then returned to the task at hand.

She was so glad that she was finally able to fully enjoy Charmcaster's pert and plump breasts after several days of only being able to cop a feel. She fondled them experimentally, enjoying the way her fingers sank into the flesh before lowering her head to take one of Charmcaster's nipples into her mouth.

Charmcaster threw her head back as Gwen suckled with an unexpected vigor. It felt like she was being subjected to a pump, the pressure made her whole body tense. There was an audible 'pop' when Gwen finally pulled away and Charmcaster gasped at the sight her areola and how it was swollen and puffy. It was also extremely sensitive as she discovered when Gwen tweaked it between her fingers, sending jolts through her body and leaving her a panting mess. A moan escaped her as Gwen smiled devilishly before latching onto her other nipple.

While she writhed under Gwen's ministrations Ben had turned his attention to Gwen's body, trailing one hand down the length of her spine and smiling as Gwen arched slightly at his touch. He slid his hand down to cup her ass, earning a soft grunt that became a gasp when he slipped his fingers between her cheeks. She shot him an icy warning glare as he prodded a finger at her virgin asshole but it melted quickly when his fingers moved lower and began massaging her slit through her swimsuit. She mewled into Charmcaster's body as Ben's fingers made her wet with devastating desire.

Watching Gwen melt with pleasure was making Charmcaster jealous, she wanted more. She had had enough foreplay over the past three days, now she wanted to fuck and come until she couldn't see straight. To that end she reached behind her and undid the strap of her bathing suit with a pull. She hooked the halter neck with her thumbs and pulled it over her head, letting the elastic material snap down so it only clung to her hips. She gave her head a shake so her hair would settle back in place and found Gwen devouring her with her eyes as she lay back down.

Charmcaster reached up to caress Gwen's face, teasing her mouth with a thumb before running her hands through Gwen's fiery locks. Gwen leaned into the comforting touch only to have Charmcaster grab fistfuls of hair and roughly guide her head down to the valley of Charmcaster's legs. Gwen stared up at her almost fearfully as the heat of Charmcaster's sex was almost a physical force pushing at her.

Charmcaster's grip tightened painfully, wordlessly commanding Gwen with a hard stare. Slowly Gwen reached up and began tugging her bathing suit lower and lower until she had drawn it down around her ankles and revealed Charmcaster's glistening honey pot.

"Go on," Ben's voice suddenly whispered in her ear, making her aware of how he was leaning over her. He was still rubbing his fingers against her folds but she was so wet and ready his fingers were pushing into her despite the cloth barrier of her swimsuit. When she still hesitated his hand stopped working at her pussy and gripped the rear of her bathing suit before suddenly yanking it skyward.

Gwen's eyes shot open and she tried to cry out but the force with which Ben pulled also knocked her forward into Charmcaster's awaiting muff, which aptly muffled her shrieks. Tears beaded in the corners of her eyes as Ben turned the crotch of her bathing suit into cunt floss, slowly swaying his hand left and right as well as up and down, causing it to saw and grind against her sensitive petals. Despite that Gwen could feel herself getting wetter and wetter, and every time Ben drew the crotch taught it was accompanied by a loud squelch.

Gwen tried to push herself up so she could beg Ben to stop but Charmcaster still had a hold of her hair and she wasn't letting go. Gwen found it hard to breathe with her face mashed against Charmcaster, she refused to open her mouth and breathing through her nose was getting complicated due to the ticklish tuft of silver pubic hair that crowned Charmcaster's mound. It became a battle of wills as they stared each other down but Charmcaster had the upper hand and with another painful tug on her hair Charmcaster's juices began to trickle into her mouth.

Gwen haltingly ran her tongue ran along the edges of Charmcaster's sex, fearful of the flavor that would greet her. She was fortunate to discover that Charmcaster's juices weren't as bitter as Ben's seed and not all that unpleasant despite a very slight metallic taste. Even though Ben and Charmcaster had performed cunnilingus on her she was still unsure on the finer points of oral sex so she began by simply sliding her tongue into Charmcaster's folds.

Charmcaster rewarded the endeavor by loosening her grip on Gwen's hair and sighing with pleasure. She enjoyed the sight of Gwen between her legs, it filled her with a sensual power to be just a little dominating over her. Her eyes rose to find Ben's and discovered him looking down at Gwen the same way he would often look at her when they were in the throes of passion, his face an almost frighteningly dispassionate mask as his eyes radiated with intense desire. A pang of jealousy ran through her momentarily before she remembered that Ben also became quite domineering when he was like that. The thought of the two of them turning Gwen into their pet sent her heart racing.

She didn't mind pulling Gwen away from her pussy, the younger girl had been far too distracted by Ben's ministrations to eat her out properly and what she had in mind for Gwen was far better. She sat up and silenced Gwen with a kiss before she could say anything and at the same time reached out to Ben to catch her fingers on the waistband of his swim trunks. Ben got the idea, shedding his shorts to let his cock bob free as he stepped closer.

Charmcaster turned Gwen's face to greet Ben's erection and couldn't help but smile as Gwen flinched slightly.

"I want to see you use that mouth of yours on him," Charmcaster whispered, drinking in the apprehension on Gwen's face. She kissed Gwen's neck and drew her bathing suit down off her shoulders, kissing inch after inch of exposed skin. Gwen's breath hitched as Charmcaster began caressing her nipples, teasing them just enough for them to stiffen but not enough to truly begin pleasing her. "Do a good job and I'll make you come as many times as you want."

Ben reached down to caress Gwen's face with one hand while the other aimed his dick at her mouth. Charmcaster took one of Gwen's hands and guided it to rest at the base of Ben's shaft.

It wasn't that she didn't want to please Ben but Gwen could only think of the horrible taste as she stared at the cockhead and how precum made it gleam. Her grip tightened around Ben's dick and she slowly opened her mouth, extending her tongue as she moved her head forward. She closed her eyes the moment before she felt contact, hoping to disguise the grimace as a look of concentration. Her other hand came up to rest on Ben's hip to keep him from thrusting forward, if she was going to do this she was going to maintain as much control as possible.

She allowed his head to slide past her teeth, trying to imagine it as a lollipop to make it easier for her. Her tongue fumbled awkwardly around his glans as she tried to give herself time to grow accustomed to the idea of performing fellatio. She snuck at peak up at Ben to gauge his reaction and froze.

Gwen thought she knew her cousin, thought she knew a lot of things in fact. They had faced death together and once she had even seen Ben cry after discovering her still alive when he thought she had died, but she had never seen Ben look at her like he was right then. There was a small smile creasing his lips that spoke of the control he felt at this moment except there was no hint of arrogance or cruelty to go with it. His eyes had always been bright and full of life but this was something else, it was as if the love he felt for her was manifesting as some kind of light that made his irises glow. Ben had never said that he loved her and he might never have to with the way he was looking at her.

"You see it too don't you?" Charmcaster said, speaking into her ear so only she could hear. "He's beautiful when he's like this, not to mention irresistible," she continued as she ran her hands down Gwen's body, dipping one underneath her swimsuit and curling two fingers into Gwen's dripping snatch.

Gwen tried to moan but at that moment Ben took hold of her head in both hands and pulled her down onto his cock. As his dick barreled into her mouth her initial response was to resist but Charmcaster stopped her with ease by squeezing her clit between thumb and forefinger. Strength fled Gwen as she suddenly climaxed and her whole body went lax, allowing Ben to thrust into her until he was just shy of triggering her gag reflex.

He must have felt some involuntary contraction of her muscles or saw the flash of alarm in her eyes because he didn't press on but he did hold himself there on the verge.

"Sorry about that, didn't think you'd have a problem taking all of me. I guess Charmcaster just makes it look easy," Ben said and though he was still smiling down at her she felt that somehow he was disappointed.

"Now, now, don't be mean Ben," Charmcaster chided, though her voice rang with smug satisfaction.

Gwen's control was slipping as tears began to form in the corners of her eyes. Did they think it was funny that she wasn't good enough? It wasn't fair, she'd only had sex twice and they'd been fucking every chance they got. Well she'd show them, everyone had always said that Gwen could do anything she put her mind to and right then she wanted to out-fuck Ben and Charmcaster and leave them begging for more.

Gwen inhaled deeply through her nose and surprised the both of them by taking more of Ben in her mouth, fighting her gag reflex as Ben's cock reached the entrance of her throat. She could hear her heartbeat drumming in her skull as she held herself there for what felt like forever. Finally, her body's instinctive response kicked in and she choked around Ben's cock.

For a moment she feared Ben would hold himself there, suffocating her with his cock. Through tear filled eyes he looked terrifyingly sadistic, like he was savoring the look on her face and the choked gurgles that rumbled in her throat. Then his shaft was gone from her mouth and she sank down as convulsions ripped through her. She didn't stay doubled over for long as Ben and Charmcaster straightened her up.

She was still struggling to get her breath back when Charmcaster turned her head to the side and locked lips with her, forcing their tongues into a wrestling match that Gwen could barely fend off. By the time Charmcaster pulled away her head was spinning and the room was tilting. It took her a moment to realize that last part was the two of them laying her down on the mound of cushions.

"Way to go lover, didn't think you had it in you," Charmcaster said, she was practically beaming with approval as Ben looked on adoringly while pulling her bathing suit the rest of the way off.

It became clear they weren't giving her any time to recover for no sooner was she able to breathe they assaulted every sensitive spot they could find. Gwen's hips bucked as Ben slid several fingers into her and Charmcaster's fingers teased her clit. She threw her head back as they each took a nipple in their mouths, Ben suckling softly while Charmcaster bit and nibbled playfully.

"Ah, ah, aah," she cried passionately to the air as they brought her closer and closer to another orgasm. Then, right before she was about to peak, their hands came away and their mouths pulled back. Gwen's head snapped down as frustration and confusion twisted her features. Ben and Charmcaster were sitting at her feet, whatever they were up to was Charmcaster's fault if the wicked smile curling her lips was any indication. Before she could demand an explanation Charmcaster spoke up.

"We were going to fuck you senseless but I'm way too horny to let you have all the fun so there's been a change of plans lover. Here's the deal, you use that amazing mouth of yours on my little love button and I'll get you off as well."

"Hey, what about me?" Ben asked, rather indignant as he gestured to his throbbing erection.

Charmcaster crawled forward so she was between Ben and Gwen and shook her ass at Ben. "Since my mouth and pussy will be occupied it looks like you'll have to settle for my ass."

Gwen tried to argue but Ben and Charmcaster grabbed hold of her legs and pulled her off the mound of cushions so she was laying flat on the floor of the tent. Charmcaster was quick to straddle her face, pinning her quite effectively in a sixty-nine position. As Gwen once more stared in apprehension at Charmcaster's damp petals she felt the older girl kiss her clit before moving lower and lapping at her soaked pussy. Knowing that Charmcaster would stop again if she didn't do something spurred her to bring her lips up and moisten them in Charmcaster's juices. Charmcaster's moan pulsed through her as she traced the edges of her folds until she reached her clit, wrapping her lips around Charmcaster's sensitive nub.

Meanwhile Ben was devouring the sight of the two of them pleasuring each other, finally getting the show he had been longing for. He stroked himself slowly, slicking the tip of his dick with precum while he waited for the right moment to take Charmcaster. He saw his chance when Charmcaster's whole body flexed, Gwen's signature oral technique seemed to be working wonders on her as her asshole winked at Ben. He knelt behind Charmcaster, giving Gwen a new perspective on his cock and balls as his shadow fell over her. Charmcaster's clenched hole resisted Ben at first but he was persistent and after several failed attempts he pressed pass her puckered hole.

Charmcaster gasped, pausing in her ministrations to relish in the dual sensations that swept over her and made her tremble in pleasure. The pressure from Gwen's mouth was amazing, squeezing and pulling at her clit simultaneously and making it swell as it became engorged with blood. At the same time Ben was unhurriedly working his cock in and out of her ass, his fingers digging into her flesh as he spread her cheeks for more access. She couldn't help but grip him tightly as Gwen made her muscles tense without a chance to relax but he was relentless as he savored just how hot and snug her hole had become.

Their moans filled the tent, their sweaty bodies thrusting and grinding together as they became lost in each other. Ben began to truly pound Charmcaster as their juices mingled and lubricated her hole, every thrust accompanied by a grunt of pleasure. Gwen clung to Charmcaster even as Ben's thrusting pressed her down onto Gwen, nearly smothering her. Charmcaster drank deeply of Gwen's juices as her nails dug into Gwen's skin, riding the waves of euphoria to the highest crests of pleasure she had felt yet.

Gwen sputtered as Charmcaster suddenly came, the sensory overload finally proving to be too much as she squirted pussy juice all over Gwen's face. Charmcaster lurched forward as her arms gave out, Ben's cock popping free from her ass as she fell out of his reach. Even though her whole body quivered in orgasmic pleasure she didn't lie there in a heap, instead she pushed herself up and turned to face the cousins Tennyson.

With a gesture and a whisper of magic Gwen slid across the carpet, spinning around and being forcibly sat up before landing in Charmcaster's waiting arms like a baseball in a catcher's mitt. Charmcaster didn't give her any time to react as several fingers from one hand plunged into her pussy and she pinched Gwen's clit between thumb and forefinger of the other. Gwen screamed her approval of Charmcaster's rough treatment as her back arched and her whole body stiffened in an abrupt orgasm that tore through her. Gwen's fingers sank into the meat of Charmcaster's thighs as Charmcaster refused to stop or slow down for even a second, keeping her at an intense peak of sexual pleasure.

"I know I promised to make you come as many times as you wanted but this is just as good isn't it?" Charmcaster whispered between nibbles on Gwen's ear as her fingers still mashed Gwen's clit. Gwen was breathless as each twist and squeeze of her most sensitive nub drove the air from her lungs. "Oh my, looks like somebody is ready to pop."

Gwen opened her eyes to find Ben standing over them, his cock throbbing with a need for release. "Here Gwen, why don't you help him since you've had some practice at this," Charmcaster said as she took her fingers from Gwen's soaked sex and guided Gwen's hand to Ben's shaft. She entwined her fingers with Gwen's as she closed their hands around his dick and began to slowly pump up and down. A low moan rumbled out of Ben as they jerked him off and as Gwen needed Charmcaster to lead her less and less Charmcaster's hand came away, falling to Gwen's chest where she became occupied with teasing Gwen's budding breasts.

"Yes, faster," Charmcaster urged Gwen, driving Gwen to increase her pace until she was steadily pistoning her hand the length of Ben's cock. "Here it comes," Charmcaster whispered excitedly as she pressed her face against Gwen's so they were cheek to cheek.

Gwen didn't have to be told what 'it' was as Ben came, semen spraying wildly from his dick. Jet after jet of his hot seed strung its way across Gwen's and Charmcaster's faces, Charmcaster hungrily trying to catch as much of it as possible in her open mouth. With a heavy sigh of relief Ben finally stopped coming and his cock began to grow limp in Gwen's hand. Before she could let go of him Charmcaster leaned forward and took the tip of his dick in her mouth, catching a slight dribble of jizz that had beaded in his slit and sending a shiver through Ben as she stimulated his overly sensitive glans.

Gwen thought that would be the end of it but should have known better as Charmcaster pulled back and suddenly kissed her. The bitter flavor she had dreaded filled her mouth as Charmcaster's cum smeared tongue wrestled with hers, and yet, she found it more bearable this time around, perhaps because there was a hint of her own juices from their mutual cunnilingus. Gwen didn't even mind when Charmcaster broke the kiss to run her tongue over her face, cleaning away the cum she had been painted with. Gwen even managed to return the favor, though somewhat more bashfully and rather than swallowing what she licked up she deposited it in Charmcaster's mouth with another kiss.

When it was all said and done they held each other in a quiet embrace, wordlessly saying all that was needed with their eyes. There was something beautiful about the moment that made Gwen wish it could have lasted forever but the blissful reverie was quickly broken by Ben.

"Man, that was hotter than it had any right to be. Now who wants some ice cream?"

They both looked up at Ben who was smiling obliviously back at them and when Gwen glanced towards Charmcaster she found the older girl flashing her a knowing smile that had them both laughing a moment later. Ben may have been at a loss for why they were laughing but he didn't seem to mind when they reached out for his assistance in standing, especially after each of them kissed him on the cheek as he helped them up.

It took them a few minutes to get their bathing suits sorted after retrieving them from where they had been tossed. After that turning the tent back into a towel took nothing more than a snap and flourish of Charmcaster's fingers and a quick rinse in the ocean had all three feeling clean and refreshed. Their trek back the way they had come was pleasant, having sated their hunger of the flesh they were able to enjoy the scenery. This was the sense of normalcy Charmcaster had been seeking as she and the others played in the surf, picking out seashells as they went until the ice cream stand came into view where they joined the line of people already there.

As they waited Ben began pouring over the money Max had given them, imagining all the things they could buy with it only to have Gwen remind him that Max had given her the money and it was hers to spend. A small smile crept across her lips as the two argued back and forth all the way to the front of the line where the argument then became about what flavor ice cream Charmcaster should get.

"Hey you two, I've had ice cream before," Charmcaster teasingly interjected before stepping between them and ordering a double scoop of strawberry ice cream.

Ben and Gwen shot each other dirty looks before placing their orders as well and moments later all arguments were forgotten as their frosty treats cooled tempers and provided a much welcome relief from the day's heat.

"So what do we want-"

"BEN!"

All three jumped as someone shouted Ben's name, Ben's cone of rocky road falling to the ground as his hand went instinctively to the Omnitrix. Before he could do anything though the owner of the voice practically collided with him as she wrapped her arms around Ben in a hug. Ben's vision was momentarily obscured by long locks of raven hair but then he found himself looking up into a familiar pair of hazel eyes that made his heart skip a beat.

"Kai?!"


	10. At Least it isn't the Attack of the Surf Ninjas

Charmcaster stared at this new arrival as the girl clutched Ben to her chest, her ice cream forgotten in her hand. She took in this Native American girl with her coco skin and chestnut eyes, thinking that she could be pretty, if one went for that type. She seemed overly dressed for being at the beach, wearing olive green khaki shorts and a red button up shirt, though she did have the ends of the shirt tied up to expose her midriff.

"Kai Green?" Gwen said, drawing Charmcaster's gaze as it sounded less like a question and more an expression of her confusion. Either way, the Native American girl ignored her as she continued to practically smother Ben into her chest, much to the ire of Gwen and Charmcaster.

"I'm so glad I found you. When your grandfather said you went to get ice cream I came looking for you but I didn't see you anywhere. I thought I might have missed you somehow. You look really good, have you been working out?"

As she chattered away Charmcaster could see the struggle on Ben's face as he fought to react from having his face pressed against Kai's breast. While not as developed as her own bust it was clear Ben was all too aware of the fleshy mounds he was being squeezed against.

"What are you doing here Kai?" Ben managed to get out as he struggled to put some space between them without outright pushing her way.

Kai seemed completely oblivious to Ben's escape attempts as she answered, "After our encounter with the Yenaldooshi my grandpa thought I could benefit from learning about other tribes across the country so we've been traveling. There's some natural hot springs that belong to a local tribe not too far from here and when Grandpa found out you were in the area I asked if we could stop by to see you."

"That's nice Kai, now could you let go of Ben? I think he's starting to turn blue," Gwen said, unable to hide her annoyance any longer, not that Charmcaster blamed her.

Kai seemed almost reluctant to let go of Ben as she finally released him, pouting her lips slightly. Her eyes played over Ben as he stepped back to stand beside Gwen and Charmcaster and she started at the sight of Charmcaster, as if that was the first time she had truly noticed her.

"Who's your friend?"

"Oh, uh, this is Charmcaster... my girlfriend."

Charmcaster watched Kai closely for some kind of response to this revelation but the girl might as well have been carved from stone for all it seemed to affect her. Finally a small smile cracked her lips as she tilted her head slightly.

"Oh, that's nice."

Charmcaster may have thought that reaction a little odd, perhaps just a tad underwhelming, but it was Gwen who seemed perturbed by it as she narrowed her eyes and her lips thinned. Charmcaster idly licked at her melting ice cream as she watched Gwen study Kai, something about the girl was clearly bothering her.

Before she could come to a conclusion Kai's eyes lit upon Ben's ice cream painting the boardwalk at their feet, "Did I do that? Why don't you let me buy you another one?"

She grabbed Ben's hand before he could protest and began dragging him back towards the ice cream stand.

"No need to wait for us, we'll meet you back at your spot on the beach," Kai called over her shoulder, a flustered Ben in tow.

Gwen made to go after them but Charmcaster stopped her with a hand on her shoulder. Her fingers slid down Gwen's arm until they entwined themselves with Gwen's fingers, giving Gwen a reassuring squeeze.

"So who is she exactly?" Charmcaster asked as she guided them towards Max's general vicinity.

"The granddaughter of one of Grandpa's old Plumber friends, and Ben's first major crush."

Charmcaster paused to let that information sink in, it certainly explained some of the things she had noticed during their little exchange.

"Well no wonder she was all over him," Charmcaster said with a dismissive laugh.

"That's just it, Kai never acted like that the first time we met her. In fact she was too cool for Ben, she only was interested when she thought she could keep him like a pet."

"And here I thought I was the one who liked to be in control," Charmcaster snorted derisively, winning a chuckle and a smile from Gwen. Her good mood didn't last though as an air of unease quickly surrounded her once more.

"You don't trust Ben?" Charmcaster asked.

"It's not that I don't trust Ben," Gwen said hesitantly, her eyes downcast as she frowned at her ice cream. "It's just sometimes his eyes are bigger than his stomach."

For a moment Charmcaster shared in Gwen's doubt but she banished it as quickly as it came. Though their relationship might not have the strength of years behind it she and Ben had been through too much for her to call into question his devotion to her.

"That's not all is it?" Charmcaster asked, realizing there had to be more to Gwen's sudden downturn than she was letting on.

Gwen let out a great sigh as she deflated, her whole body slumping, "He called you his girlfriend and it made me realize that I can never be that to him, not openly and maybe never. I never thought about how complicated it would be with you and me and him."

The hug that suddenly enveloped Gwen caught her off guard and she stiffened involuntarily before allowing herself to relax into it as Charmcaster continued to hold her. Gwen wanted to lose herself in Charmcaster, to never let go even as she knew she must, if not for appearances' sake then for the sake of her melting ice cream as she felt it start to run down her fingers.

"Thanks for that," Gwen said, trying to hide her blush as she licked at her ice cream.

"There's more to us than just the sex, but that does make it more fun," Charmcaster whispered as she leaned in close, making Gwen turn as red as her hair. "Though, all of this does remind me of an idea I had earlier. How would you like the chance to be his girlfriend without having to worry about what anyone thought?"

Gwen gave her a perplexed look as Charmcaster went into greater detail while they made their way back to Max's spot on the beach. Despite herself Gwen couldn't help one last glance over her shoulder in the direction Ben and Kai had gone.

***

It could be said that Ben wasn't always the brightest kid around but even he recognized that there was something different about Kai. Though her chatter was completely benign she kept smiling at him and her hand was softly flitting between his shoulder, wrist, and chest. That wouldn't be so bad if not for the fact that every time she touched him his heart tried to punch through his chest. He thought he had sorted out how he felt about her after she had given said heart a swift kick in the neither region but this change in her attitude had him reeling emotionally, not something he was accustomed to dealing with.

He had to admit she was still one of the prettiest girls he had ever laid eyes on as he kept sneaking looks at Kai as she stood beside him in line. That didn't mean he hoped she had suddenly fallen in love with him or anything, Charmcaster and Gwen were just as pretty and his relationship with them was more than enough for him already. At the same time he liked the attention she was paying him, it faintly reminded him of an idle daydream he'd had before. In the end though, he couldn't just ignore how different she was acting no matter how nice it was to have another pretty girl on his shoulder.

There was just one problem though, as Ben turned towards Kai his eyes met hers and he found the words wouldn't come. He felt ridiculous as he fidgeted nervously, his mouth hanging open while trying to work up the nerve to broach the subject. Why was it suddenly so hard to talk to her?

"So how did you and Charmcaster meet?"

The question caught Ben off guard and for a moment he stared straight ahead dumbly before his brain and tongue reconnected.

"Uh, that's kind of a long story. Are you sure you want to hear it?"

"Why not? She seems like an interesting person and I admit I'm curious to know how she caught your eye. Plus, knowing the stuff you get up to I bet it's a good story."

"Really? I thought you weren't into the alien and hero stuff," Ben said, unable to keep the skepticism from his voice.

Kai turned away and if Ben didn't know any better he would have said she looked embarrassed as she brushed stray strands of hair from her face.

"To tell the truth I've become more interested in what you do. Grandpa has been telling me about his adventures as a Plumber and it's really made me appreciate that there's a whole universe out there and I want to see what it has to offer me."

She hesitated suddenly, glancing back at Ben with apprehension knitting her brow and biting her lip in a way that had Ben revisiting that old daydream, "Realizing that also made me see that the way I acted when we first met was wrong. I've been hoping to run into you again so I could..."

"Yeah?" Ben pressed, unsure of what exactly he hoped to hear her say.

"So I could apologize, I'm really glad I've had the chance to do that. So is the story about you and Charmcaster a good one or not?"

Ben tried not to be so obvious as he searched Kai's face for any hint of what she had been going to say but there was nothing there except her expectant smile. He sighed in defeat, dismissing the daydream as nothing more than that before managing a smirk.

"Well it all started when Charmcaster stole the Amulet of Anubis from a touring Egyptian exhibit so she could summon armies of the undead," Ben paused at the bewildered expression blooming on Kai's face. "Did I forget to mention she used to be a sorceress bent on world domination who'd been known to try to kill us? Anyway..."

She listened with rapt attention as Ben spun the tale he had told Max and then went on to give a carefully edited rendition of their encounter with Hex. The way she seemed to hang on his every word should have been off-putting but Ben was too caught up in telling the story to notice. By the time he was done they had their ice cream and were on their way back to the others.

"I wish my summer had been half as eventful as yours; that fight with the Yenaldooshi was the highpoint so far. It'd be great if we could spend what's left of the summer together. Oh! You should come with us to the hot springs, the tribe has turned the area into a spa resort, it'd be a lot of fun, for everybody."

Even though she tacked on the last part Ben couldn't help but smile, "You know, that sounds..." Ben trailed off as he cocked his head to the side, his ears pricking at the sound of some strange whining noise that was growing louder. At first he thought it was a jet engine but that didn't make any sense there at the beach. Ben's eyes went wide with the sudden realization that it was a weapon charge powering up.

"Get down!" Ben yelled as he shoved Kai away and dove in the opposite direction. A split second later the spot where they'd been standing erupted in a burst of energy, leaving a smoking crater in the sand.

"Oh come on!" Ben yelled as his eyes fell upon his second ruined ice cream cone even as his hand worked at the Omnitrix. He pounded down the plunger and green light enveloped him as he began to change. There was no dizzying sense of growth this time as Ben's eyes disappeared but he didn't fall on all fours to signify his transformation into Wildmutt. Instead he remained on two legs as two massive ears sprouted from his receding hair to become the dominating features of his face. His body stretched and grew, packing on muscles until he had a physique that resembled a body builder's. As the transformation neared completion his skin rippled strangely before a series of eyes suddenly appeared all over his body. They were bright green and a variety of sizes, scattered seemingly randomly as they swiveled in every direction before several melded together to form larger eyes, while one massive eye formed in the center of his chest.

Ben leapt again as soon he finished changing into Eye Guy, avoiding another blast. Several eyes on his back fired beams of energy in the direction of the attack and a shadow detached itself from a nearby rooftop, nimbly dodging his scattershot attack. Ben spun to face the figure and the eyes all over his body blinked in confusion. The person was dressed in armor that easily marked them as a member of the Forever Knights, but the familiarity of the design was what surprised Ben.

"Didn't I kick your butt once already this summer?" Ben growled at the knight that resembled the Forever Ninja. "Did your boss finally crawl out from under whatever rock he slinked away to or is this just some old fashioned revenge?"

Rather than answer the ninja raised his arms, training the blasters affixed to his armor on Ben. Ben tensed as eyes all over his body gathered energy to return fire when a voice called out to Ben.

"Ben? What's going on?!"

"Kai, get out of here! Find the others!" Ben yelled, turning his head in the direction of her voice.

The ninja attacked in that moment, thinking Ben distracted by his concern for Kai. A smile flashed across Ben's face as his eyes lit up and returned fire shot for shot. An explosion roared in the space between them as their attacks collided midair, kicking up a cloud of smoke and dust. Ben stood on guard for another attack, the massive eye in the center of his chest pulsing with energy incase the ninja tried to get in close.

A shrill cry caused Ben to spin in the direction Kai had gone, his many eyes searching for her. He flashed his teeth in a snarl at the sight of ninja holding Kai with one arm, using her like a shield. Ben started forward but stopped just as suddenly as the ninja placed the barrel of a blaster to her temple.

"Wrong move pal. Let her go right now!"

The ninja was silent as he began to back away, clearly intent on using Kai as a hostage until she surprised them both. She grabbed the forearm that held her with both hands, bracing herself on it as she kicked off the ground with both legs. Using his arm like a gymnastic bar she spun on it, her legs flying up to pin the ninja's helmeted head between her calves as she locked her ankles behind his head. With a mighty yell she heaved with her legs and flipped the ninja, slamming him onto his back.

Even though it happened in an instant it felt like the moment lasted an eternity as Ben looked on with slack jawed amazement. He finally gave himself a shake and rushed forward as Kai rolled away from the ninja. Unfortunately for them the ninja wasn't going to simply lie there and take his beating, much as that would have pleased Ben. He leapt to his feet from being prone only to have to back flip away from Ben as he charged at him.

Ben skidded to a halt as the ninja went airborne and stuck out his chest, the large eye centered there glowing as he fired a powerful blast of energy. It struck the ninja midair and sent him crashing into a wall with a thunderous 'crack'. Even with the protection of the armor it was clear he was stunned as he fell from the impact creator to the ground in a crumpled heap, but that didn't reassure Ben any as he approached.

Sure enough, as he took a couple steps towards his prone form the ninja tried to whip a handful of shuriken at him. Tried being the operative word, because as soon as he started to move several of Ben's eyes merged to together and fired a blue beam of energy that froze the shuriken to his hand, encasing his limb to the shoulder.

The ninja tried to push himself up but Ben closed the distance between them quickly and grabbed a hold of him, hoisting him up with one hand.

"Time to start talking or I'll finish making a ninja-cicle out of you. What are you after?"

Even though the helmet made his face impossible to read it felt like there was a ominous gleam to his visor as he looked down at Ben. Ben bared his teeth in a menacing snarl as he reared his other arm back, intending to beat some answers out of his silent foe. He was so focused on getting those answers he never saw the smoke bombs until they were striking the ground. The smoke engulfed him and left him gasping for air as it burned his throat.

"Tear gas! Now that's... playing... dirty..." Ben wheezed as every eye on his body closed to avoid the stinging gas. Blinded and choking Ben wasn't able to put up much of a fight when the ninja broke free of his grasp. He swung wildly in a duel attempt to land a punch and ward off the series of punishing blows he was expecting (after all, a ninja with one arm was still a ninja).

He caught nothing but air as he stumbled about, finally getting his breath back as the gas dissipated. Eyes sprang open all over his body in an attempt to locate his foe but he found himself alone. He turned slowly in a circle, unnecessary as it was with eyes looking in every direction, to make sure the Forever Knight lackey wasn't trying to take him unaware.

"Ben!" a chorus of voices cried out as Kai returned with the others in tow. Max was scanning the area with one of his collapsible blasters at the ready while Gwen and Charmcaster seemed to only have eyes for Ben.

"Where did he go?" Charmcasted asked, her eyes flashing with violent intent as Gwen examined Ben with concern.

"Are you okay?" Gwen asked.

"I'm fine, I just wish I knew what that was all about."

"What do you mean Ben?" Max asked, his gray brow knitting as Ben's comment drew his attention.

"I don't know, I guess it's just that every time we go up against the bad guys they always go on and on about how they can't be stopped or something; he just attacked."

"Maybe he was just after the Omnitrix?" Charmcaster suggested.

"Then why send just one guy, the Forever Knights always come after us in groups. Besides I'm not even sure it's the same guy who worked for the Forever King."

"How many techno-ninjas with a grudge do you know?" Gwen asked with a hint of her old sarcasm.

"I know, I know, but he didn't seem the same somehow."

"I think it's time we found someplace else to be," Max said as he motioned for the others to start moving.

"Speaking of someplace else, where's Mr. Green?" Ben asked as he realized Kai's grandfather wasn't with them.

"He went to get something from his truck before Kai came running to get us," Max answered. "I'm sure we'll run into him on our way to the Rustbucket."

Sure enough, as the parking lot came into view Wes Green could be seen approaching them with a rather large plasma rifle in hand.

"What happened? I saw smoke and thought I heard an explosion. Is Kai-"

He cut off as Kai stepped into view from behind Ben's bulky alien form, the relief on his face visible.

"I'm okay Grandpa, Ben saved me from a ninja."

"Hey, give yourself some credit, I wouldn't have been able to kick his butt if you hadn't used that kung-fu move to get free. Where'd you learn to do that by the way?"

"Grandpa's been me teaching some of his old plumber moves," Kai said, trying not to act too pleased with herself as Ben was unable to hide how impressed he was.

"All right gang, listen up," Max said as he and Wes finished speaking quietly to each other. "Wes and I have talked it over and we're going to go to a spot in the woods on a nearby reservation. Wes knows the area plenty well and it should give us some time if someone comes looking for Ben."

"So you think they'll try again?" Ben asked, lacking his usual annoyance at the prospect of having to hide out.

"Seems likely and this way we won't be endangering innocent people. While we're there we put in a call to some old friends to see if they can find out what the Knights are up to."

"Alright Grandpa, if you think that's best," Ben said, drawing surprised glances from Gwen and Charmcaster. They were clearly expecting him to argue or resist but Eye Guy's face revealed little of whatever was bothering him.

"Geeze Ben, are you sure that ninja didn't hit you harder than you thought?" Gwen teased.

Before Ben could respond the Omnitrix began to beep and after a flash of light he was back to normal and wearing an expression that dimmed her playful smirk. Ben was known for looking bored, it was often difficult to keep his attention focused, but he rarely made the transition from bored to glum. That's what his face was conveying as the corners of his mouth were pulled down in a frown and it seemed as if there was a weight upon his brow the way his eyes were almost closed.

"I'm fine Gwen, just... got some thinking to do," Ben said quietly before continuing on to the Rustbucket, leaving Gwen and Charmcaster to flash concerned looks to each other.

***

Charmcaster eyed Ben in the passenger seat of the cockpit where he sat silently with his arms crossed and his gaze unfocused. It was unsettling to see him so quiet and somber and the worst part was that he was clearly avoiding her by sitting up there. She tried to tell herself that it was a good thing that he wasn't turning to Gwen for comfort either, though it was only a small consolation.

In the back of her mind a nagging voice reminiscent of Gwen's was singing " _Ben and Kai, sitting in a tree, K-I-S-S-I-N-G_ " and no matter how much she tried she couldn't completely silence it. Was he sitting up there because he was wracked with guilt and didn't know what to do next or had he already decided and was just trying to figure out how to go about it?

Charmcaster gave herself a shake and nearly let out an audible growl as she fought down those creeping thoughts that weren't helping. Instead she searched the interior of the Rustbucket for something to draw her attention and her eyes landed on Gwen busily typing away at her computer, her eyes narrowed slightly as she scanned page after page of information. She didn't even look up when Charmcaster slid into the seat opposite her.

"What are you doing?" Charmcaster asked quietly, not wanting to disturb the almost silent atmosphere within the Rustbucket.

"Seeing if there's anything I can find about the Forever Knights beyond what we already know."

"And?"

"And it's a lot of conspiracy mumbo jumbo, nothing but rumors and theories that don't add up to much," Gwen said exasperatedly as she rubbed at her eyes before stretching out her limbs. She rested her head atop her arms as she folded them on the table, her gaze slowly rising to meet Charmcaster's.

"What about you? You worked with the Forever King, did you learn anything about the Knights during all that?"

Charmcaster tried to keep her face from souring, her past misdeeds were not something she cared to spend time thinking about. Still, if it helped figure what the Knights intentions were then it was worth some discomfort.

"That loser held us at arms length as much as possible. Jumping at his beck and call didn't sit well with a few of the others so he kept some of them in line by upgrading their tech and those who complained about not getting their carrot got a swift kick to the head. Other than that he kept us away from whatever his minions were doing.

"But enough of that, have you given any more thought to my idea?"

Gwen's eyes shot to Max and Ben in the front seats as a blush crept over her face. She leaned forward and spoke in a barely audible whisper.

"I don't think now is the right time to try something like that, maybe once we've figured out this Forever Knight business..."

"Why? It's not like either of us would be in a position where we'd be... _vulnerable_ ," Charmcaster emphasized the last word by sliding her foot over Gwen's and slowly inching it up Gwen's bare leg.

Gwen's blush would have put a rose to shame as Charmcaster's foot continued its slow pace up Gwen's leg until it reached her inner thigh.

"Charmcaster..." Gwen said as she tried to maintain a tone of warning and failed, leaving her sounding breathlessly flustered.

"I think," Charmcaster said, drawing the words out as she ran her foot back and forth against Gwen's thigh, gradually moving it further towards the peak of her legs. "You need to do this. You tend to worry too much about the future."

"And you don't?" Gwen squeaked softly, her eyes shifting from Charmcaster to Max in the driver's seat as Charmcaster's foot finally came to rest against her mound despite her attempts to shift away.

"I did for a little while, thinking about what I'd do with myself, and Ben, and you. After a time I realized that trying to plan it all out was too much so I learned to just enjoy myself. So do this with me, tonight."

"Tonight? But, but-"

"And you can't tell Ben about this at all. I want to see if he notices, and maybe reward him if he does."

Gwen tried to protest but Charmcaster's toes were more nimble than she would have given them credit for. She was able to pinch the upper folds of Gwen's sex between them, forcing Gwen to bite her lip or else cry out at the sudden stimulation.

"Not. A. Word." Charmcaster punctuated each word with a squeeze before pulling her foot back and assuming a casual air.


	11. I've Heard of Walking a Mile in Someone Else's Shoes, but Have You Ever Tried Fucking in Them?

By mid-afternoon they had reached the place Wes Green had been leading them to, a spot deep into the woods. The old road they had taken was little more than two shallow ruts in the ground and felt like it hadn't been used in years if the constant jolts to the Rustbucket had been any indication. That didn't take away from the beauty of the place Gwen found.

They were camped near an overhanging cliff that formed a natural shelter. Nearby a small waterfall had carved away at the cliff, creating a crescent arc that made one feel like they sat at the bottom of some giant bowl, a feeling that was enhanced by the shallow pool the waterfall fed into. In the opposite direction of the waterfall there was a cave whose mouth was only a little wider than Grandpa Max. Wes had inspected it to make sure they wouldn't be surprised by any unpleasant animals.

Setting up camp had taken the rest of the afternoon and as the sun sank behind the trees they all sat down to dinner. Gwen and the others were sparred another night of Grandpa Max's bizarre sense of taste when Wes produced several packages of hotdogs.

As they sat around a fire with their hotdogs roasting on sticks Gwen glanced at everyone to gauge their moods. Wes and Max had their heads together, discussing possible strategies for the next day. Kai had managed to get Ben between herself and her grandfather, and that might have upset Gwen if Ben were paying her any real attention but he still seemed a thousand miles away. His behavior had sent up flares initially but she quickly realized that there wasn't anything she or Charmcaster could do until he was ready to talk, especially with the others around. Speaking of Charmcaster, she seemed perfectly fine beside Gwen, though she did keep brushing up against Gwen in a way that had her worrying that Grandpa Max might notice. All in all dinner was quiet and more than a little awkward but it somehow didn't last long enough and once it was over all Gwen could think about was what she and Charmcaster were going to attempt tonight.

It wasn't that Gwen didn't want to go through with it, Charmcaster's idea was a good one and she was grateful for the chance but what if she couldn't handle things going back to the way they were? What if it was too good?

"Gwen?"

She nearly jumped out of her skin as Charmcaster seemed to appear beside her. It took her a moment to realize Charmcaster had simply walked up to her and she'd been too lost in thought to notice.

"What?" she asked, trying to hide her embarrassment behind her hands as she brushed at her hair.

"Everyone else is distracted, let's slip away."

Gwen glanced around to find that everyone else was indeed occupied, Max and Wes were working on a pile of Plumber tech, Ben was trying to lose himself in a movie he was watching on her laptop and Kai sat beside him, clearly hoping to redirect his attention. Gwen thinned her lips at that but nodded and allowed Charmcaster to lead her away and out of sight of the others.

They slipped through the trees until they came to the pool and the waterfall. Looking up at the night sky through the arc of stone made it seemed like a portal to another world. Gwen was lost in the beauty of it until splashing drew her gaze back to earth.

There hadn't been time to properly change after Ben was attacked so they were both still wearing their swimsuits under their clothes, Charmcaster had simply slipped off her jeans and vest and strolled out into the water. Gwen watched as she went further out into the water until she reached the waterfall. It was entrancing to watch her body under the moon and stars, her eyes tracing the trails made by the rivulets of water running down the hills and valleys of her body. Then Charmcaster beckoned to her with an outstretched hand and her pants and shoes were on the ground.

The water was cold and sent shivers up her body as she waded into it, eager to join the heat of her body with Charmcaster's. By the time Gwen reached her the water was waist deep and her skin rippled with goose bumps as her sex blazed against the chill.

"I thought we came here to cast a spell," Gwen said as she wrapped her arms around Charmcaster while heavy droplets of water pelted down on her.

"In due time, but I thought we could have a little fun first," Charmcaster replied as she pulled Gwen closer, her hands cupping Gwen's ass.

"It feels a little weird doing this without Ben," Gwen said softly, though her hands didn't slow at working the knot of Charmcaster's bathing suit.

"Having him here would kind of defeat the purpose of our little experiment now wouldn't it?" Charmcaster said with a small laugh. "Besides, he can have all the fun he wants as soon as he decides he wants to stop moping around and tell us what's bothering him."

Gwen nodded gently in agreement before a gasp of surprise escaped her as Charmcaster fell backwards into the water, pulling her in with her. She clutched at Charmcaster tightly as the brisk water enveloped them, the sudden shock driving the air from her lungs.

With only the moon and the stars for illumination it was very dark under the water but despite that Gwen could see Charmcaster easily, almost as if she were surrounded by a silver halo. It made her forget that they were only in about four feet of water as it made her feel like they were floating in the void of space, a feeling that was enhanced by the way her hair hung about her head in the water, turning her into an ethereal vision of beauty against a backdrop of darkness. Once again Gwen was overwhelmed with the wish that the moment would last forever.

When she finally came up for air the night breeze was like a sheet of ice against her skin and she quickly sank back down into Charmcaster's warm embrace until just their heads sat above the water. Charmcaster made Gwen straddle her lap as they kissed, their tongues wrestling gleefully. Their hands went back to undressing each other and soon their bathing suits were floating on either side of them.

Charmcaster flashed Gwen a wicked smile before slipping underwater again. Her hands firmly took hold of Gwen's hips as she slid between Gwen's legs until all Gwen could see of her was a mop of silver hair.

"Oh!" Gwen tried not to exclaim too loudly as Charmcaster's tongue slid into her folds. Though they had created a pocket of warmth around their bodies the heat of Charmcaster's tongue made the water practically frigid in comparison. As it continued to invade her depths Gwen squirmed for something to brace against but found that all she could do was clench her fists, curl her toes, and not thrash too much lest she dislodge Charmcaster. Her voice echoed off the rock walls, filling her ears with cries of her own pleasure as Charmcaster wormed her tongue deeper into Gwen's pussy.

Just as Gwen's whole body began to tense Charmcaster rose up like a shot, gasping for air in great gulps. Gwen deflated into her, disappointed in her climatic denial but still impressed that she had been able to bring her to the brink so quickly. Her hand began to inch its way down Charmcaster's body, caressing and teasing her as it descended to her petals. Charmcaster threw her head back as an appreciative sigh escaped her, her breasts breaking the surface as her back arched. Presented with the older girl's breasts Gwen couldn't resist leaning her head down to latch onto a nipple and Charmcaster nearly swallowed water as her body tensed powerfully.

"Yes, yes, yes!" Charmcaster cried out softly as Gwen worked more fingers inside her, all the while nibbling and suckling at her nipple. The urge to twist and writhe at Gwen's touch was agonizing to resist and Gwen could feel it drawing Charmcaster taught like a bowstring. Just before that string snapped Gwen pulled back and narrowly avoided being splashed by Charmcaster as she slapped the water in sexual frustration.

She calmed quickly though and sidled up against Gwen, kissing her neck as she pulled the younger girl to more shallow waters.

"Enough teasing," Charmcaster said as she grabbed Gwen's calf and lifted her leg up. Gwen used one hand to keep her head above water as she watched Charmcaster reposition herself, curious as to the end result. It wasn't until her sex was firmly pressed against Gwen's own that she had any idea of what the older girl was trying to attempt. As Charmcaster ground her cunt against hers Gwen found her mouth open soundlessly as the entirety of her pussy was stimulated. An instant later it was Charmcaster's turn to be euphorically stunned as Gwen grasped her thigh tightly with her free hand and gyrated her hips with a fervor.

In a way it reminded Gwen of her first time with Ben, only there was a lack of proper penetration. One look at the blissful expression on Charmcaster's face more than made up for it and even spurred Gwen on to rock her hips faster.

"Oh god yes!" Charmcaster cried out before she bit her lip in concentration. "Gwen... Gwen... it's time to cast the spell...repeat after me! _Animus..._ "

The word cut through the air as it resonated with magical force. It drilled its way into Gwen's mind and for a moment the urge to scream was overwhelming.

" _A_ - _animus_..." Gwen forced the first word out like she was spitting a gag out. It barreled out of her with an almost physical force, leaving her throat feeling more than a little raw. It hung in the air like a living thing, expectantly awaiting the next word.

" _Abeo..._ " Gwen couldn't believe that Charmcaster didn't let up on their scissoring as she spoke the next word, it was all she could do to focus. The air began to stir around them, like they were in the eye of a storm.

" _Abeo_..." The word was accompanied by a strange sense of vertigo and even though she hadn't moved she felt like something had shifted. The buildup of magical energy was now palpable as the air sparked and the water turned and frothed in a way that had nothing to do with their tantric grinding.

" _Somes_!" Charmcaster was mashing her pussy against Gwen's for all she was worth, her head thrown back as the word burst forth with an orgasmic cry.

" ** _Somes_**!" The last word jumped from her tongue with a crack and dragged her mind with it on what could only be described as a psychedelic water slide. Her vision blurred as she lost all sense of self and when everything finally stopped spinning and her stomach settled Gwen was staring at herself.

The sight disorientated her all over again and she fell back into the water, her silver hair falling into her face. She stared at it before her eyes travelled down to take in the rest of her body and found breasts obstructing her vision. They were wonderful mounds of flesh that would clearly spill out of her hands if she tried to cup them and were topped with perfect pink nipples that stood at attention. She ran her hands over them and was rewarded with the very real sensation of her fingers digging into the supple flesh, causing her to moan softly.

"They're nice aren't they?" the other Gwen asked as she picked herself up and began to crawl towards her. There was something odd about her movements, like she was unsure how her body would respond. That didn't stop her from clambering atop Gwen and clasping her head in both hands before pulling her into a powerfully passionate kiss.

"Call me a narcissist but I could get used to kissing myself," she giggled as she rested her forehead against Gwen's.

"Charmcaster?" Gwen asked, still wildly discombobulated.

"Who else would I be?" she asked with a smile as she began to run her hands all over Gwen's new body. "Mmm, yes, such nice curves. It should be a crime to be this turned on by your own body, though I do admit this isn't a perspective many people get to appreciate."

Gwen stiffened as Charmcaster took one of her nipples in her mouth and tenderly held it between her teeth as she flicked it with her tongue. She slowly began to draw her head back and Gwen gasped at the sensation of her breast being tugged, it was so alien and amazing. The last time their bodies had been switched she had been too preoccupied with stopping Charmcaster to appreciate her body (not to mention, she hadn't really been thinking in those terms then), but now she was overcome with the desire to find a mirror and explore her every curve.

Charmcaster hadn't stopped pawing at her and her hands were now busy spreading apart the folds of her pussy so she could slide several fingers into her. Maybe it was the fact that Charmcaster now had such slim little hands but she was surprised that three fingers didn't feel as tight as she imagined it might. Of course that didn't stop it from feeling incredible as Charmcaster teased her clit with her thumb while massaging the depths of her cunt.

"Mmm-more, please more," Gwen begged before sputtering and thrashing as Charmcaster slid a finger up her ass.

"What the hell!" Gwen whispered fiercely as she sat upright, forcing Charmcaster back.

"You wanted more and I know for a fact that _my body_ , or should I say _yours_ , loves it up the ass. So sit back and relax," Charmcaster said forcefully as she pushed Gwen back down. It was unnerving to see such a commanding look on her own face, she had never imagined she could look so imposing.

Gwen bit her lip as she tried not to tense but the idea of anything going up her ass did not sit well with her despite Charmcaster's reasoning. A spasm tore through her as Charmcaster prodded gently at her asshole and she fought the urge to blush from embarrassment.

"Take it easy, it won't hurt, trust me. You do trust me, right?"

Through narrowed eyes she saw the look on Charmcaster face, or more accurately _her_ face, and it nearly made her freeze. Gwen might not always be able to read other peoples' expressions but she liked to think she knew her own face. That's why Charmcaster, with her pouting lips and raised eyebrows that wrinkled her forehead, was the definition of sincerity. There was still a hint of her domineering personality, but wearing Gwen's face there could be no confusing her heartfelt desire to please.

A small sigh passed from her lips as she nodded and took a deep breath. She closed her eyes as Charmcaster went more slowly, first massaging her ass with the occasional gentle caresses down the crack before turning the majority of her focus there. It took Gwen a moment to realize she was holding her breath as Charmcaster circled her backdoor with a finger and she let the breath go just as the finger slipped inside her. This time she was able to resist the urge to struggle and let Charmcaster ease the finger in little by little, which felt torturously slow.

She couldn't hold back a soft cry as a second finger joined the first and the two began to slide in and out. Soon a third was added and Gwen wanted to groan from the strain of resisting her impulse to lash out. Very quickly though she began to realize that as much as she was agonizing mentally, her body was responding quite differently. There was a swelling of pleasure sweeping up through her as Charmcaster pushed deeper into her ass and her breathing was growing shallow, not in panic, but in blissful euphoria. 

"You have such slim fingers," Charmcaster said as she worked a fourth digit into Gwen's ass. Feeling her asshole stretch to accommodate Charmcaster's hand was both strange and exhilarating as she gasped and moaned.

"How are you liking it?" Charmcaster asked as she began to twist her hand while she pumped it back and forth.

"More! I want more!" Gwen surprised herself by saying.

"Well, in that case... I think... this will... work," Charmcaster said as she folded her thumb in with her other fingers and began to work them all in bit by bit. Gwen began to pant as her asshole stretched wider than she thought possible, it was just on the verge of being more than she could take before the strain lessened but refused to subside. She felt a strange stirring in her gut as Charmcaster said, "Wow, it really took the whole fist."

Gwen craned her head forward to find that, indeed, Charmcaster was wrist deep inside her ass. Charmcaster gave her hand a tug and a spasm shot through Gwen as her ass resisted. That stirring sensation returned as Charmcaster slowly pushed her hand in deeper, causing Gwen's stomach to flutter and a moan to ripple up out of her.

"Does... it always... feel this good?" Gwen panted as Charmcaster repeatedly struck a sensitive spot, sending jolts of pleasure through her.

"Pretty much, and trust me when I say I didn't start out liking it but I've come to love it," Charmcaster said before quickening the rate of her pumping. Striking that strange, sensitive spot in such rapid succession sent Gwen into a climatic fit that left her limply floating in the water. She was in such a daze that the sensation of Charmcaster pulling her hand free barely even registered.

"That looked like fun," Charmcaster said as she laid herself down atop Gwen, forcing her to sit up lest she drown. "And as much as I would like to continue, I think we should be getting back."

"Really?" The surprise in Gwen's voice caught them both off guard and Charmcaster arched an inquisitive eyebrow, silently imploring her to go on.

"Since you showed me something about your body, I thought I'd show you a few things about mine."

"That's sweet but more time has passed than you think, one of the side effects of using that particular spell."

Gwen nodded absently as she tried to figure out why she felt so disappointed. Her confusion must have been plane on her face because Charmcaster paused as she was about to retrieve their swimsuits.

"If you really want to make it up to me, then let me have first crack at Ben."

Gwen's quizzical look only worsened, "I thought the idea was for me to spend time with him so I could sample what you two have."

"And I don't get have any fun?" Charmcaster asked, in a tone of mock hurt. "I want to see what Ben is like when he's in the throes of forbidden passion. I want to know if he fucks this nubile little body of yours like he fucks mine." Charmcaster moved closer as she spoke, her breathing growing heavier and more lustful with each word while she ran her hands over her body. It was enough to set Gwen to blushing but just as quick as it came her impish manner was gone, the only trace left a devilish smirk. "Besides, if I get to him first then you won't have to waste time getting him out of that brooding shell he's in."

Gwen slowly bobbed her head in deference to Charmcaster, "Fine, now before we go back I have a few questions, like how do we reverse the spell and why did you decide that in the middle of sex was the time to cast it?"

Charmcaster smirked before catching herself as she was about to hand Gwen the wrong swimsuit, "If either of us repeats the word ' _regredior_ ' three times the spell will end and we'll switch back. And as for the latter matter, consider it a test of skill. A proper sorceress should be able to cast a spell no matter how distracted."

"Wait, are you trying to... to train me?" Gwen asked rather incredulously.

"You have a natural talent for magic but bumbling around with it can get you killed," Charmcaster said matter-of-factly, apparently unaware of how haughty it made her seem.

"I've been doing fine on my own in case you haven't noticed," Gwen said, gritting her teeth as she tried not to sound so defensive.

"You've been lucky so far," Charmcaster nearly snapped before taking a deep breath, her expression softening as her gaze lost focus. "I've seen sorcerers with plenty of natural talent die because they didn't hone their skills."

Gwen would have come back with a snappy retort but the haunted look on Charmcaster's face gave her pause. She had never seen her lover look so tormented, not even during her breakdown before the first time they made love. Charmcaster tried to shrug her off when she reached for her but Gwen was the bigger one now and she refused to let Charmcaster pull away.

"Want to tell me about it?" Gwen asked as she held her in a comforting embrace, gently stroking her hair while watching her face.

Charmcaster shook her head and buried her face into Gwen, holding onto her as if she were afraid to let go. They sat there for a while longer before Gwen was able to articulate why she had been upset initially.

"I appreciate you wanting to help me get better at magic but I think your approach could use a little work. How about instead of springing tests on me like that we start with the basics and move on from there?"

Charmcaster nodded gently before pulling away, her gaze rising skyward as a ragged sigh escaped her. When her eyes met Gwen's again she seemed better and they finished slipping on their bathing suits. They huddled together for warmth as they stepped out of the water until Charmcaster whispered into Gwen's ear. Gwen nodded and spoke the words at Charmcaster's behest.

" _Unda Repello_."

After the intensity of the last spell this one was pleasantly gentle as it tumbled from her lips and took flight. It filled the air with the sound of chimes as it fluttered around her like a bird, stirring the air until there was a vortex that dried them instantly and pushed back the water at their feet. They stepped out of the pool and donned their clothes, though once again they each initially reached for the wrong set. It set them to giggling as they made their way back to camp.

"There you two are. You shouldn't be leaving camp, especially after dark," Max said as he caught sight of them coming around the side of the Rustbucket.

"Sorry Gra-" Gwen started, already realizing too late that she shouldn't be addressing Max so familiarly in Charmcaster's body.

"It's my fault Grandpa," Charmcaster interjected, cutting Gwen off and saving them from discovery. "I wanted to show her the night sky away from the city lights, it's so beautiful out here."

Gwen couldn't help but be amazed at the ease with which Charmcaster slipped into her role as Gwen. She even managed a disarmingly apologetic smile that got Max to crease his face with a smirk.

"Okay, but don't do that again without telling either me of Wes. Now go get cleaned up, it's time to turn in."

"Yes sir," they said in unison before slipping past Max and into the Rustbucket.

"You know, you're really too good at this," Gwen whispered as they stepped into the back to change into their pajamas.

"Well I have done this before, remember? Besides, you haven't seen anything yet," Charmcaster whispered back with a mischievous grin that bordered on ominous.

***

Elsewhere a figure sat in shadows despite the glow of a bank of monitors nearby. An individual clad in plate armor and chain mail turned from one of these monitors and approached the figure, bowing as he neared the throne.

"My lord, we have received word that the Tennysons are in place for the next stage of the plan."

"Excellent," the figure spoke in a gratingly high pitched voice, ruining the menacing effect of his half hidden position, not that any of the Forever Knights seemed to notice as they sat at their stations. He leaned forward in his seat, light reflecting off glass lenses that seemed almost comically large as he ran a thumb along the edge of a pocket watch. "Give the order. Let tomorrow be the last day any of the Tennysons stand in my way!"


	12. If a Tree Falls in the Forest and No One is Around to Hear it, Do You Still Feel it When the Person You've Switched Bodies With Takes it Up the Ass?

**Notes for the Chapter:**

> The Cum inflation tag applies to this chapter so be warned if that isn't your thing.

' _Never again_ ,' was the first thought Ben had as he awoke between Wes and Max in a tent. Gwen had often ragged on him pretty hard for his snoring but he didn't hold a match to Max, and he wasn't even sure how Wes managed to sleep at all with his constant tossing and turning. Coupled with his own troubled thoughts meant Ben had barely slept a wink all night, only managing a couple of hours out of sheer exhaustion. If they had to stay another night in the woods and Ben's choices were the tent and a bug filled hole in the ground, he'd dive head first into that hole.

He quietly picked himself up and stumbled groggily into the brisk morning air, driven by the urge to pee. Through bleary eyes he regarded the woods and the Rustbucket in equal measure and began to shuffle towards the motor-home, he wasn't ready to go back to pissing in the woods just yet.

He eased the door open, hoping to avoid waking anyone up. The girls were scattered throughout the cabin and as his eyes landed on Charmcaster he had a powerful urge to crawl in bed beside her and go back to sleep. As nice as it would be it was quickly overridden by his need to pee, though it did remain a tantalizing option in the back of his head.

His shoulders sagged with relief as he relieved himself and when he finished he closed the lid rather than flush and risk rousing the others from their slumber. With his bodily functions sated Charmcaster's sleeping form beckoned to him like a siren's call. He only managed a couple of steps when a hand closed on his shoulder.

"Morning Ben," Gwen greeted him, her hand shifting from his shoulder to caress his face as she stepped closer.

The relief on Ben's face was only momentary before the subdued expression he'd worn most of yesterday took its place.

"Hey Gwen, sorry if I woke you. I'm just gonna lie down with Charmcaster and try to get some more sleep."

He tried to move forward but Gwen caught hold of him, "Actually, I think we need to talk. Follow me."

Ben wanted to tell her they could talk later but she had already slipped outside. He groaned softly before dragging his feet after her. She was halfway to the entrance of the cave and showed no sign of waiting for him as he made it outside. He grudgingly picked up his pace as she disappeared into the cave and even then just barely managed to catch sight of her turning around a corner further in.

It was like Gwen had become a forest nymph the way she kept slipping away from him just when he thought he caught up to her. He dared not call out to her lest his voice carry back to the others. Just as he was about to give up from frustration the tunnel opened up and sunlight spilled all around him. He raised a hand to shield his eyes from the brightness and found himself in a grotto.

Ferns and moss and dozens of other kinds of small plants covered every available inch, including the remnants of a fallen tree that jutted up through the opening into the forest above. The rock wall nearest the tree was damp as water trickled down its face, forming a crystal clear pool.

Gwen was sitting in the midst of it all, her fiery hair making her seem more an exotic flower featured as the centerpiece of a garden. She patted the spot beside her and Ben obliged, settling in so they were shoulder to shoulder.

"So what did you want to talk about?" Ben finally asked after a minute of silence, his curiosity finally peeked by Gwen's behavior.

"Is it Kai?"

Ben stiffened just a fraction and stared straight ahead, prompting Gwen to turn to him. "Is she the reason you've been avoiding us?"

"Yes," Ben said, quickly adding "and no," as a look of utter devastation swept over Gwen's face. "Listen, it's not like you think," Ben hurried to explain as Gwen's hands curled into fists and she bared her teeth.

"Remember how that Forever Knight jerk grabbed Kai yesterday? Well it got me thinking about all the people in my life that could get hurt; and before you say anything I know you and Charmcaster can take care of yourselves but there are others, like my parents, or _your_ parents. What if bad guys came after them to get to me? I don't know what I'd do."

The last part was spoken very softly, a rare admittance of weakness that Ben could only have made to someone he trusted absolutely. For a moment Gwen's expression was a mystery as her cheeks burned with what he thought was embarrassment, which didn't make any sense but before he could question it further she threw her arms around him, burying her face into his neck.

"You'd save them you idiot, just like you always do," Gwen murmured as Ben felt warm wetness running down his neck. Why was she crying?

Rather than try to pull her off Ben held her until she unearthed her face from his neck and took a very ragged breath. They sat in silence again, their hands entwined as she rested her head on his shoulder. Ben thought that would be it, they would stay like that for a while longer and then go back but it seemed Gwen had other plans as she leaned in and kissed his neck. It was followed by another and her hands shifted, one to caress his inner thigh while the other tickled the other side of his neck.

Ben wanted to say they should go back, that the others were probably waking up but he found himself wanting Gwen's embrace, _needing_ it. He turned his head, his lips hungry for his cousin's as the flames of passion were ignited within him. As they kissed her hand slid further up his thigh to massage the tent in his pants and his hand came to rest in the small of her back, pressing their bodies together a little more. Just as he was preparing to shift her onto his lap she pulled away, rising to her feet with a hand grasping his.

"Not here, come," was all Gwen said before moving towards the fallen tree, Ben rising light as a feather to follow. She moved with a strange grace, a swaying of her undeveloped hips that caused her shirt to lift, flashing skin teasingly that left Ben devouring her with his eyes. He wasn't sure how they made it up the tree trunk but the next thing he knew they were standing amidst the trees and Gwen was undoing his pants. He made to work at hers or help her get his done but she slapped his hands away each time and shot him a warning look that said he would regret trying anything else.

With his pants around his ankles she forced him to shuffle backwards until he bumped into the trunk of a tree. Having successfully pinned him in place she gave him a teasing kiss before sinking to her knees. Ben blinked in disbelief as she worked his underwear down and grasped his cock firmly, no hint of the endearing apprehension he had come to expect from Gwen.

Ben should have asked why, should have questioned how she got so good _literally_ overnight, but from the moment Gwen wrapped her lips around his cockhead such thoughts were lost. Ben's nails dug into the bark of the tree as her tongue wrestled vigorously with his dick. Gwen moaned as she took him more fully in her mouth and began to bob her head back and forth. She was relentless as she took the length of his cock with a practiced ease even as she gagged as she reached the base.

Ben was panting with the effort of fighting the urge to come but Gwen seemed to be doing everything in her power to make him climax quickly. He looked down as she once more hilted his dick, her throat contracting around and massaging his head, and found her staring up at him with utter adoration. It should have sent up flares in his mind, Gwen might love him but she didn't _adore_ him, but in that same instant he began to come.

Gwen pulled back as his cock convulsed until just the tip remained in her mouth. Through eyes barely open as he orgasmed powerfully Ben watched her catch each shot of cum but not swallow it. She even milked the last few beads out of him and then displayed it to him, letting it roll and swirl around her tongue.

At this point Ben couldn't help but think of Charmcaster and the similar way she had fellated him after their encounter with Hex, but then Gwen did something that pushed the comparison from his mind entirely. She spat the cum back into her hand and began to chant.

" _Tribuverto naviras sperma_ ," she spoke over and over as she smeared the cum on his flagging dick. Ben's initial urge to pull away was thwarted as the bark of the tree dug into his back. He could only watch in perturbed awe as she methodically slathered his cock in the thick mixture of cum and saliva, even going so far as to coat his balls with it.

He was at a loss for understanding what she was trying to accomplish until he realized he was growing hard again. As he grew impossibly stiff he was overwhelmed with the sudden and intense need for release, his hips bucking of their own accord in an attempt to get Gwen to piston his cock. It was more powerful than anything he had ever felt before and Gwen seemed to be expecting it as she pulled her hand away to leave his throbbing erection quivering in the morning air.

"What the-" Ben tried to form a coherent thought but could only manage an urgent groan as the ache in his dick began to border on painful.

"Charmcaster taught me that one," Gwen said with a devilish smirk as she rose to her feet. She continued to speak as she began to strip off her clothes, "She's been teaching me a great number of things, and one of great importance is that we need to be more careful."

"C-c-careful?" Ben managed to get out as he propped himself up against the tree, his dick pulsing in time with his heartbeat.

"Yes, careful. She pointed out that we can't readily get our hands on condoms or any other form of contraceptive so she suggested that I try something else to help avoid any complications. Do you know what I'm talking about Ben?" she asked as she slid her panties down around her ankles, presenting Ben with a view of her ass and her gleaming pussy.

"N-no," Ben stuttered, his mind too distracted to follow her train of thought or appreciate the scene before him.

"Ben, I'm talking about anal," Gwen said as she stepped closer to him, caressing his cheek with one hand while the other grasped his dick.

The thought of Gwen wanting to try anal had already brought Ben to the brink and her simple touch pushed him far past the breaking point. He gasped and shivered as he came again, splashing Gwen's stomach and thighs with strings of cum that were no less thick for having just come only a few minutes ago. He began to blush with embarrassment at coming with such ease but Gwen merely smiled and it was then he realized he was still hard and the pressure was building again.

"Come as much as you want while the effects last, I want to be completely broken in by the time we're done."

Ben would have stood there and stared at his cousin in amazement but the growing need for release didn't leave him that option. Gwen giggled as he took hold of her and spun her around, his dick nestling between her ass cheeks. Ben shivered as he rocked his hips, sliding his cock along the length of the valley of her ass. Her asshole was like a small road bump and each time he ran over it a small shock shot through his cock that made his balls tighten in anticipation. He groaned as he came again, the sensation no less intense despite its rapid occurrence. He painted her ass with cum, holding her steady with a hand on her shoulder as he aimed his cock with the other.

"Mmm, that was nice. Are we ready for the main course now?" Gwen asked over her shoulder, her eyes alight with eager lust. She reached back with one hand to smear the cum into her skin, even venturing a finger between her cheeks to teasingly dab at her puckered hole. She watched him out of the corner of her eye as she continued to circle her asshole and just as she began to apply pressure he grabbed her wrist, pulling her hand away almost viciously.

He guided her towards a moss covered rock, his grip like iron as the ache in his loins spurred him on. Gwen seemed to relish in his forcefulness, even made a game of it by feigning fearful timidness as he pushed her down. The rustle of Ben's clothing filled the air as he stripped and then Gwen gasped as his fingers sank into the flesh of her ass, spreading her cheeks so he could get a better view. It was her turn to shiver as he prodded her backdoor with a finger, testing her resistance.

"You don't need to worry, I cleaned myself out with a spell."

Ben paused, "Charmcaster taught you a spell to do that?"

Gwen flushed as her gaze dropped, "No, I figured this out by myself."

Ben flashed her a smile before slowly pressing his finger into her. Gwen groaned as her last virgin hole was penetrated and almost immediately she tightened around his digit. Bit by bit Ben worked his finger deeper into her, sending tremors through her body as he curled and twisted it.

"Ah, aah, uuh," Gwen panted, the sound of her cries pushing Ben towards another orgasm. Not wanting to spill any more of his seed on her backside Ben quickly pulled his finger free, earning a yelp of protest from Gwen as she trembled from the sensation. Before she knew it Ben's weight was bearing down on her as he grabbed her skinny hip with one hand and braced his cock with the other.

"Ungh," Gwen's breath left her in a great rush as Ben speared her ass with an animalistic thrust. His other hand quickly took hold of her as he bent over her, forced to ease himself in the rest of the way as she contracted to the point of strangling his penis.

"If you want this so badly would you mind relaxing a little?" Ben asked with strained effort.

"Sorry, just trying to savor the moment," Gwen said breathily, her head resting on an arm with her eyes closed, a look of extreme satisfaction painted on her face.

Gwen's ass was the tightest hole Ben had fucked yet and the warmth and way it gripped him only served to bring him to climax that much quicker. Her eyes opened as heat burst within her, jets of cum spraying the walls of her rectum. She purred with pleasure as she spread her legs a little further apart, reaching between them to stroke the underside of Ben's cock.

"That felt good, I want more."

Ben was still panting from his ejaculation but he couldn't ignore a request like that. His grip tightened on her hips as he pulled back until just his cockhead was still in her and steadied himself before pressing forward once more. Gwen grunted around a knuckle, clearly struggling to relax her body. Ben worried that she might be in pain but she kept pumping her ass at him if he didn't thrust hard enough. Despite both their efforts establishing a rhythm seemed impossible, even after Ben lubricated her hole with two more loads of cum.

Ben finally decided the problem lie in his angle of attack and quickly took steps to correct it. Gwen looked at him questioningly as he extracted himself, his cock sliding free with a soft 'squelch', but he didn't give her a chance to voice her concern. She squealed in surprise as he unceremoniously flipped her onto her back and then it was all she could do to steady herself as he continued to manhandle her.

Ben pulled her forward until her ass hung off the edge of the rock with only his hands behinds her knees supporting her. She flinched as he began to bend her, it was almost as if she had forgotten how flexible she was. The apprehensive look on her face was no longer a ploy as her knees became level with her head.

"Hold them," Ben commanded, giving her no choice but to grab her legs as his hands shifted to her ass. Positioned as she was her ass cheeks were already spread wide apart and every muscle felt stretched taut under Ben's fingers. He leisurely pressed one finger against her asshole and smiled as it sank in with ease. He added a second finger and Gwen moaned vigorously but her hole barely contracted around his digits. He pulled his fingers free and made to shake the cum from them before pausing as an idea came to him. He rested the tip of his dick against her hole and leaned over her, presenting her with his cum covered fingers.

"Clean them," he said as he prodded her ass with his cock, popping the head in and out teasingly. She looked at his fingers almost reproachfully before hesitantly opening her mouth and extending her tongue. As her tongue worked its way over his fingers Ben slid them deeper into her mouth and once he had sunk them in to the second knuckle he slammed his dick in to the hilt. Gwen's head snapped back from the force of his sudden and intense penetration, his fingers coming free of her mouth with an audible 'pop'.

Ben didn't relent with a single thrust, fueled by Gwen's magic he began to pound her ass mercilessly. Gwen lost hold of her legs under Ben's assault but he caught them and pushed them back into place, going even farther than before until her knees brushed the moss she rested on. With her hands now free Gwen pawed at her body, one hand curling several fingers into her mouth as the other slipped down to the folds of her pussy where she began to furiously finger herself.

The sight of Gwen masturbating as he fucked her ass set Ben off again but he didn't slow to savor the experience; instead he slammed into her harder and faster, working himself into a frenzied, continual climax. He panted through gritted teeth, the demanding pace taxing his young body to its limits.

"Yes! Yes! Don't stop! More!" Gwen cried out, pulling her fingers from her mouth to reach for Ben. She roughly grabbed him by the shoulder and pulled him down into a kiss, painfully biting his lip to keep him from pulling away.

Ben moaned into her as his cum filled her ass to the point that it was spilling out around his cock. Gwen's teeth raked his lip, just shy of drawing blood, as he pulled away and began to lift Gwen's ass higher. She had to scramble again to maintain her balance as Ben forced her to rest on her shoulders while he stepped up onto the rock, raising her ass with him. He repositioned himself so he stood over her and aimed his dick down at her awaiting hole, a small amount of cum pooled in the depression of her ass.

Gwen's eyes nearly rolled into the back of her head as he drove himself down with a pounding force that sent shockwaves through her whole body. This new position allowed him to sink his cock even deeper than before and it showed as every time he slammed his hips into her she convulsed just a little. He was losing himself in that look of pure ecstasy that was consuming Gwen. It was that obscene sense of power that was its own separate high that filled him as he came again and again. Just as it looked like Gwen might pass out, either from their intense fucking or blood rushing to her head, Ben eased off her and lowered her down.

Gwen lay there listless, fucked nearly senseless she was putty in Ben's hands and he gladly repositioned her so he could continue ravaging her body. He rolled her onto her stomach and pulled her ass up so she was sticking it in the air before mounting her once more. Taking her from behind this time proved much easier now that her ass had been ridden quite thoroughly and Ben easily reached that frantic pace that rocked him with an orgasm almost constantly.

Time lost all meaning to Ben as his endless sexual stamina overrode everything, leaving him only with the desire to keep coming. Soon though the limits of Gwen's ass were reached and cum poured from around his cock in great bursts. He paused as he studied the jizz leaking from her and considered his options, which weren't many. Her pussy was out of the question and that left him only one recourse for release. More cum spilled from her ass as he pulled himself free and he left a trail dripping from his dick as he moved around Gwen. Her eyes, though barely focused, followed him as he came to stand over her. She struggled a little as he rolled her onto her back once more but he easily stilled her resistance by taking hold of one of her nipples and pinching it.

Gwen's body arched under his touch and her mouth hung open as she cried out soundlessly. That was exactly what Ben was hoping for as he thrust forward, burying his cock in her mouth. Gwen cried out at the sudden invasion but her protests merely reverberated around Ben's dick and brought him to orgasm. Gwen choked and gurgled around his cock as he sprayed cum down her throat; the sounds of her gagging spurring Ben's climax to that blissful state of perpetual orgasm once more.

If Gwen didn't have trouble breathing before she certainly did now as torrents of cum assaulted the narrow confines of her throat. The constant deluge quickly overwhelmed her and Ben felt cum splash against his balls, which piqued his curiosity enough to cause him to pull out to investigate.

Gwen was an utter mess as she lay there gasping for breath. Cum had not only spilled out of her mouth, it had gotten backed up and shot from her nostrils, which must have been what he had felt. After shooting from her nose it had quickly run down her face, which with her head reclined meant it was streaked all over her forehead before getting caught in her red locks of hair. Ben felt a momentary pang of guilt as he watched her labor for breath, blowing the occasional cum bubble as some worked its way back up. As he fretted that he might have gone overboard his ears caught a whisper passing from her lips.

"What was that?" he asked as he leaned over.

"More… I want more," Gwen managed before coughing up more cum. She pulled herself up haltingly, leaking cum from both ends as she made it to her feet. Ben was wary as she stood on unsteady legs but she wasn't upright for long as she turned and bent over the rock. She rested her face in the moss, looking back at Ben over her shoulder as she reached back with both hands and spread her ass apart. Her asshole winked at him sporadically as cum continued to leak from it.

"I don't know what's gotten into you Gwen, but I like it," Ben said as he practically pounced on his cousin. Despite his eagerness he eased himself in slowly and took his time with each thrust. Gwen moaned as if in agony and Ben could feel her body quivering with the need for a more urgent pace but he denied it to her, maintaining his methodical thrusting. With every plunge into the depths of her ass Ben leaned over her a little more until finally he was laying atop her and could only keep up the bucking of his hips by standing on the tips of his toes.

Ben's breath was hot and heavy on her neck from the effort of moving so deliberately, he was finding it more difficult than pistoning away madly but worth every ounce of concentration. His hands sought new holds, one wrapping gently around her neck while the other wormed between her body and the rock in search of a stiff nipple. Gwen cried out softly as his second hand found its query and her asshole tightened as her whole body clenched in pleasure. Feeling her constrict around him like that made his slow pace even better and Ben was struck with a desire for more.

He sank his cock into her as far as he could go and held it there as he prepared himself for the next step. He lifted himself up, pulling Gwen with him until they were both standing. Changing positions like that had them both moaning, Gwen throwing her head back as Ben panted into her neck.

He clutched at his cousin, one hand returning to tease her nipples as the other sank lower to cup her mound and found it absolutely drenched. Gwen thrashed in his arms, the assault on so many sensitive places was making her kick and squirm like an animal. It was all Ben could do to hold on to her but at the same time his hands continued to work her into a frenzy as all her tensing and turning squeezed and massaged his dick in wonderful ways.

"Aah!" Gwen cried over and over as Ben simultaneously twisted and pulled a swollen nipple and slid two fingers into her drenched cunt while his thumb stroked her clit. He added a new step to his routine by pulling out of her a little, just enough for some space to open between the two of them, before ramming his cock back up her ass.

A great burst of air rushed from Gwen and her legs nearly failed to support her as she came back down. Despite that she clung to Ben, one hand grabbing his ass, her fingers digging into his buttocks, as the other reached back to grasp his hair painfully tight. She looked at Ben out of the corner of her eye and the way she bared her teeth as she glared at him made him realize there was a wild hunger there that almost frightened him.

"More," she rasped, that intense look on her face becoming one of carnal desperation. Ben's grip on her tightened as he pounded her ass with short, powerful thrusts and though her cries made her sound in pain she never let go of him.

Ben continued to come with ferocious frequency, packing Gwen's ass full of his sperm, but as he began to feel the wear of his exertion he felt something else building up inside him. Every orgasm seemed to add to it and it filled him with the same painful need for release that he had felt at the start of this all, only no matter how much he came it remained. He bit Gwen's neck, gently at first and then more roughly as the sensation became an ache that drew his body taught. Gwen seemed to approve of his roughness as her body trembled and her pussy clamped down around his fingers while drenching them anew.

"Gwen… I can't… I can't… I…" Ben panted as the strain became too much and his legs gave out on him. He tried to hold on to her for support but exhaustion left him virtually paralyzed and he collapsed like a rag doll at her feet. Gwen turned quickly on wobbly feet and had to catch herself before she could look at Ben with concern. He lay there trembling, his cock still rock hard and slowly leaking more cum.

"H-help…" was all he could manage as he struggled with the pressure building within him.

"It's okay Ben, I know just what to do," Gwen said as she moved so she was standing directly over his crotch. She lowered herself down onto her knees and stole a kiss from Ben before leaning back and spreading her legs so Ben could see everything as she put her weight on one arm. With her free hand she guided his dick to her asshole and slowly eased it back into her warm depths. Ben moaned in equal parts pain and pleasure as he tried to summon the strength to buck his hips but all he managed was to squirm a little beneath Gwen.

"Don't worry Ben, I'll take care of you," she cooed as she began to bounce her ass up and down. Her pace quickened rapidly, her ass slamming down harder and harder until she was riding him at a frenzied pace. It felt like she was trying to use him to pound a crater into the ground the way she was bucking atop him and he couldn't have done anything to stop her even if he wanted to. Ben once again found himself completely at her mercy, a virtue she seemed bereft of at the moment. Despite the pain and helplessness Ben was transfixed by Gwen as she fucked him; there was no other way to put it he had quickly realized, with him weak as a kitten she was definitely the one doing the fucking.

He could see she was becoming drunk on the sense of power as her face contorted with pleasure, her free hand returning to plunge several fingers into the dripping folds of her pussy. As she became lost in the euphoria Ben saw something else mixed in with the wild lust, the thing that had caught his attention in the first place, happiness. Gwen was happy, possibly the happiest he had ever seen her. Did she really enjoy being in control that much? There wasn't time to dwell on that observation as the pressure building within Ben suddenly became overwhelming. He grimaced as he cried out weakly.

"Hold on Ben… just a little more… almost there," Gwen desperately urged him, her voice crescendoing with each utterance. She was now thrusting downward with her hips so hard that in the back of Ben's minds there was the faint fear that he might not be able to walk normally after they were done.

Darkness was creeping at the edge of Ben's vision and it must have been obvious that he was on the verge of passing out because Gwen rose up until just the tip of his dick remained in her ass and then slammed her hips down like she was trying to win the strongman's hammer game at a carnival. Ben felt something snap within him the same time Gwen cried out and then the tension was suddenly gone. His head fell back as he closed his eyes in relief, gulping down air to catch his breath. Even though the pain was gone he wasn't in much better shape, he still couldn’t move most of his body and could feel even less of what he could.

Those concerns fled from his mind as a soft gurgling whimper reached his ears. His eyes snapped open and he looked to Gwen, the only possibly source of the noise. It took Ben's mind a while to properly process what he was seeing and even then he didn't have a suitable response.

Torrents, _literal_ torrents, of cum were gushing out of Gwen's ass around his cock. Even after everything he had seen and done this summer the idea that he had produced, was still producing from the looks of it, such a ridiculous amount was something he could not reconcile with in his mind. Gwen, on other hand, seemed to be reveling in the experience if the rapturous look on her face was any indication. Her tongue hung from her mouth as her eyes stared blankly at the sky; her limbs trembling, threatening to leave her lying in a panting heap as her body quaked with orgasmic pleasure. As cum continued to fountain from his cock he swore her stomach seemed to swell ever so slightly.

"So good… feels so good," Gwen breathed, steadying herself on one arm as she ran a hand down her shivering body, confirming that there was indeed a small bulge there as she trailed her fingers over it.

Before Ben could say or do anything feeling returned with a vengeance, plunging him into a river of sensation that threatened to sweep him away. His body felt bruised and battered but at the same time the constant geyser of cum erupting from his dick filled him with the most gratifying sense of release. He quickly realized that he had been coming for so long there was a quickly cooling pool of spunk spreading outwards around them as more spilled from Gwen's ass in warm waves. He tried to pick himself up but was still too drained to even push himself up onto his elbows.

"Gwen," he grunted, finally gathering enough strength to raise a hand towards her. She took it in her own and used it to pull herself forward until she was crouched over him. A mournful sigh escaped her as his cock's impression of a fire hose finally began to abate. She reached for his other hand and entwined her fingers with his as she locked eyes with him.

"So how did you like that?" Her voice rang with satisfaction which told Ben that no matter what his answer was, she had gotten what she wanted. There was something about her attitude that reminded him of something or someone but in his current state he just didn't have the drive or focus to pursue that stray thought.

"It was amazing," he answered honestly before flinching as Gwen shifted her weight and pain shot through his groin. "But I think I'll need to take it easy for a while, I can hardly feel my legs."

Gwen smiled, clearly taking that for a compliment before leaning down to kiss him again. He used what little strength he had to wrap his arms around her, hoping for a moment to rest and just bask in the heat of her body.

"We should get cleaned up and head back. Grandpa and the others are probably wondering where we are," she said as she pulled back and began to stand up. Ben couldn't help but wince again, his cock felt like it had been run through a press as it slid free of her asshole. He could see a steady stream of cum running down the inside of her leg as her body struggled to return to its normal state. He got a good look at her gaped asshole as she turned, winking reflexively as it tried to fully close and then caught Gwen trying to hide a small limp in her step, making him wonder if they had perhaps overdone it.

Ben pushed it from his mind as he turned his attention to getting up. He still felt incredibly drained and as he looked at the pool of cum he lay in it occurred to him that he might be more than a little dehydrated. Finally, with help from Gwen, he made it to his feet and discovered two issues: one, that his legs had as much strength as a pair of wet noodles, and two, his balls were so sensitive that he had to walk bowlegged to avoid jostling them and sending the most horrific pain shooting through his body. Getting cleaned was proving to be problematic, especially hobbled as they were, until they discovered a stream nearby with several naturally formed pockets of water that were protected from the current. They eased themselves down into the brisk water and let the cold numb the ache of their bodies.

"You know, as great as this was, I kind of wish Charmcaster had mentioned what side effects that spell might have had," Ben said as the ache in his balls made him wish for a large bag of ice to place on them.

"I'm sure she would have said something but I really doubt she's ever seen that spell used first hand so any repercussions it might have had were unknown to her… probably," Gwen said, growing more defensive as she went before sinking down into the water in an attempt to hide a strange blush that came over her. If Ben didn't know any better he'd have thought she was embarrassed, or even ashamed. She seemed to avoid his gaze as she scrubbed her face and rinsed her hair clean, growing increasingly hurried the longer the silence of the woods pressed in on them.

"Is something wrong?" Ben finally asked, startling her. Hesitant didn't begin to describe her as she opened and closed her mouth several times, struggling to make the words come out.

"I lied Ben, about earlier. Charmcaster didn't teach me that, I thought I had figured it out all on my own. Last night we talked, amongst other things, about magic and in the end she made me feel like I needed to prove myself so I used that spell and I shouldn’t have. Ben, please, you can't tell her about this. She'll be so upset with me if she finds out and then she'll hold it over me."

"Yeah, I can see that," Ben chuckled, trying to make light of her confession only to find that it didn't have the effect he hoped as Gwen's lips narrowed. Why would agreeing with her make her annoyed? "Don't worry, I won't say anything," Ben promised, hoping that would smooth things over.

"Thanks Ben," Gwen said, sidling over to give him a peck on the cheek before rising from the water. Ben found himself studying her lithe form while running a finger along the scar on his forehead until a glance from her reminded him that they needed to be getting back. The rinse in the stream had washed away some of their aches but they were still slow going as they dressed and descended back into the caves, leaving behind a congealing pool of cum as a sordid monument to their morning tryst.

***

"I'm getting too old for this," Max breathed as he lugged a backpack full of Plumber tech up a trail that was growing steeper and rockier with every step. Wes was ahead of him with another pack full of gear and didn't seem nearly as winded.

"I didn't want to say you were getting soft my friend," Wes said over his shoulder as he stepped off the trail and forged his own path. Max wiped sweat from his brow as he hurried to catch up. After pushing through the brush he found Wes atop a boulder, already setting up some of his gear.

"You were right, this is the perfect spot for the satellite uplink. We should be able to get ahold of Worm no problem and do a little snooping of our own," Max said as he set down his pack and began rummaging through it.

"Are you sure you don't want to head back and see if Ben and Gwen have returned? I can handle this by myself," Wes said as they continued to assemble the computer and satellite dish.

"No, I'm sure those two are fine," Max said rather tersely as he screwed in a plate with more force than was necessary before setting down the screwdriver and sighing. "It's just that I expect this kind of behavior from Ben but Gwen usually knows better."

"At least he and his girlfriend weren't the ones who disappeared together. I don't envy you my friend," Wes said with a chuckle.

Max paused as he realized just how good a point Wes had and then joined in with his friend in having a laugh, "I suppose you're right. Honestly, I'm still trying to figure out what I'm going to do with her once the summer is over. What do you think of me a-"

Max never got a chance to finish his thought as his ears caught the oh-so familiar whine of a plasma gun. Instinct and training kicked in as he snapped up the casing he'd been putting together just in time to catch the shot. He threw the smoking pile of scrap in the direction of the shooter and rolled back towards the brush as more shots left scorch marks on the rock.

"Wes, you okay? Wes?" Max called from cover, wishing he had managed to grab his gun.

"Don't worry, I got him," Wes yelled back as several more shots were fired off before being punctuated by a cry.

"Wes!" Max yelled, his heart skipping a beat as he looked for his friend. He saw Wes lying face down not far from the slagged satellite uplink and it took all of his willpower not to immediately rush out to his fallen friend. He couldn't help but think of Kai as he crept towards Wes's prone form and if anything had happened to him he wasn't sure how he'd break it to her.

He pushed it from his mind as he finally determined it was safe and hurried to his side. Wes was stone still as he knelt beside him and began checking him for injuries. He seemed unhurt so Max rolled him over to finish checking him and was greeted with the sight of a barrel trained on him. He didn't waste time trying to question what was happening and grabbed for the gun. As they struggled he expected to see something in Wes's face that might tell him what was driving his friend to try to shoot him but there was nothing, his face was blank almost as if he were asleep.

"Wes! Stop this!" He grunted as they rolled back and forth. His plea went unheeded as Wes slammed an elbow into his jaw, stunning him just long enough for Wes to pin him and get the gun under his jaw.

"Please, don't do this," he choked out as the barrel pressed into his windpipe.

"You are fortunate the Master wants you alive for now," Wes said in a monotone voice before squeezing the trigger and sending Max convulsing into darkness.


	13. Ok, so Remember that Tree from Before? Well, Now it's Doing the Fucking!

**Notes for the Chapter:**

> This chapter also contains cum inflation as well as intense penetration, you have been warned.

"So Charmcaster, tell me about you and Ben."

Gwen paused in her reading of the spellbook she and Charmcaster now shared to look at Kai. The Navajo pre-teen had settled into the seat across from her in the Rustbucket and studied her with an expression that was just shy of chilly. Kai had left a bad taste in her mouth the first time they had met but now there was something about her that Gwen found unsettling. It took more than a little effort to keep her voice even.

"What is there to tell?"

"Well Ben told me all about how you two came to be a couple but there are just some things a boy won't tell a girl, like have you two kissed yet?"

There was a pause as Gwen's expression froze in place and she fought the urge to tell her that was none of her business all the while beating back a sense of panic. She didn't feel as if she could dodge the question without casting doubt on Ben and Charmcaster's relationship, which seemed to be what Kai was looking for.

What would Charmcaster say? Probably something wildly inappropriate and in the end unhelpful. Which, as Gwen thought about it, might be exactly what was called for.

"Of course we have. Ben might be a hero but he's not a saint. Besides, how could he resist me?" Gwen said demurely as she sat back trying to look relaxed while sticking out her chest to emphasize her breasts. Kai crossed her arms over her chest as she leaned back, though whether it was a conscious decision or not Gwen couldn't tell. She tried not to feel too superior; after all it wasn't her actual body that Kai couldn't compete with.

"How about you answer a question of mine? I've heard Ben was quite love struck when you two first met so why didn't you give him a chance?" It was a question Charmcaster might have asked and Gwen wanted to know if there was something more to Kai's rejection of Ben beyond what she already knew.

Kai's gaze dropped to the table as she shifted about, clearly caught off guard by Gwen's directness. Gwen wasn't sure if she was actually going to answer her as it looked like she was working up the nerve to say something but before she did the sound of the door opening drew their attention.

Ben was climbing the steps and as he looked at them he smiled at Gwen, it was a smile full of warmth and lacked his usual cockiness. Her heart fluttered in her chest at the sight of such open affection, and it was a sure sign that he was back to his old self. Charmcaster followed behind him, it was still unsettling for Gwen to watch her body move about but as Ben settled in beside her she found it easier to ignore.

"It's a good thing you two finally came back. Mr. Tennyson would have been really upset if you hadn't been here when he returns," Gwen said before her eyebrows shot up in surprise as she noticed Charmcaster limping. "Is everything okay _Gwen_?"

Charmcaster paused in lowering herself down into the driver's seat and gave Gwen an overly innocent look.

"What? Oh this? When I saw Ben leave on his own earlier I followed him. Guess I should have been more focused on my own footing because I took a bit of a tumble. Ben had to come back and help me, that's why we were gone so long. Anyway, it's nothing but you were saying something about Grandpa and Mr. Green?"

"They took a bunch of stuff with them so they could securely contact some of their old Plumber friends who might be able to shed some light on the Forever Knights more recent activity," Gwen found herself explaining calmly as it took all of her willpower not to scowl at Charmcaster. She knew better than to buy that story and if Charmcaster had damaged her body in anyway she'd… do something. She quickly realized there wasn't anything she couldn't do to Charmcaster without doing it to her own body. She had to find out exactly what Charmcaster had done so she could exact proper revenge on her.

"So they're going to be gone for a while longer?" Charmcaster asked, clearly resting gingerly on the arm rest of the seat.

"Who's to say," Gwen said, trying to divine the motive behind her question.

"Either way I'm starving," Ben suddenly interjected as he rose from his seat to rummage through the fridge. "Hey Gwen, mind helping me whip something up?"

Gwen allowed herself a small smile as a panicked look came over Charmcaster. While she might be able to brew a potion Charmcaster's attempts at cooking during her time with them had been less than stellar.

"I'll help," Gwen said, cutting off Kai as she opened her mouth. "Gwen's been giving me lessons," she added as she joined Ben in the kitchenette. He continued to smile at her and even let his hands linger on hers as he passed her various ingredients. She tried to remind herself that he was only acting like this because she was in Charmcaster's body but she was just enjoying seeing this flirtatious side of Ben too much to care. She found it infectious and was soon flirting back. She didn't care if Kai saw the way she ran her fingers through the hair at the nape of his neck as she had him try the omelet they had whipped up.

"Those lessons really paid off, this is delicious," Ben said as he wolfed down what was on his plate.

"Thanks," Gwen said as she passed a plate to Charmcaster. "Eat up, you look tired." She gave Charmcaster a hard look before turning back to slide in beside Ben. He had already devoured everything on his plate and leaned against her with a satisfied sigh before his breathing began to grow shallow.

"That must have been some walk you took if you're falling asleep again," Gwen said with a smile as she readjusted so he could rest more easily.

"It's not that," Ben mumbled as his eyelids grew heavier. "Well not entirely all that, Grandpa and Mr. Green made it pretty hard to sleep last night."

"Hey what was that?!"

Gwen, Ben, and Kai started as Charmcaster cried out from her spot in the cockpit.

"What? What did you see?" Ben asked, the sleep gone from his eyes as the reason they had come all the way out here rushed to the forefront of his mind. "Is it the Knights?'

"I don't know, I thought I saw something. It could have been an animal but what if they've found us? You two should go check it out," Charmcaster said, clearly indicating Ben and Gwen. It made Gwen narrow her eyes in suspicion, Charmcaster was clearly up to something but before she could say anything Kai finally spoke up.

"Shouldn't we stay and wait for Grandpa and Mr. Tennyson?" she asked, remaining surprisingly calm despite the possibility of danger. "Grandpa told me that Plumber vehicles have defensive measures. Isn't the Rustbucket like that? Why not stay here where it's safe until they get back?"

"Yeah… we could do that," Charmcaster said, fumbling a little to come up with a reasonable alternative. "But what if we get surrounded and then our grandpas walk into a trap? If Ben and Charmcaster go out there they might be able to catch them by surprise."

"Don't you want to come too Gwen? Knock some Forever heads together?" Ben asked.

"Oh I do but I'm not at a hundred percent and we can't take that risk. So I'll stay here with Kai," Charmcaster explained, feigning disappointment at missing a fight. The mentioning of Kai was the last piece of the puzzle Gwen needed to figure out what she was up to and she had to admit it was pretty clever.

"Why should I stay? I've proven I can take care of myself," Kai said, clearly not happy at the idea of staying behind as she nearly glared at Charmcaster.

"True and no offense to you Kai, but a little bit of training just isn't enough to let you go up against these guys. Ben has the Omnitrix, Charmcaster's a sorceress, and even I have some magic. I'll need you to help me man the defenses in case any get by Ben and Charmcaster," Charmcaster argued, earning a small nod of approval from Gwen as she actually managed not to sound condescending.

"Gwen makes a good point Kai. Stay here with her and we'll be back as soon as we can," Ben said as he made for the door. "Come on Charmcaster."

Gwen flashed Charmcaster an appreciative and knowing smile before following after Ben.

***

Charmcaster had done perhaps too good a job convincing Ben there was a threat, Gwen thought as she followed him. They had left the campsite far behind as they snuck through the woods, following the ruts in the ground they had driven along the day before. Ben was quiet in a very grim way, she had never seen him act so serious but found it a welcome change to his usual recklessness and bravado.

"So what were you and Gwen really up to earlier?" Gwen asked in a whisper so as to not ruin the illusion of danger.

Ben paused as he looked over his shoulder, his attempt at appearing innocent ruined by a furtive smirk.

"We talked and she helped me realize a few things, but mostly that I had been ignoring you two and that was wrong."

"Then how did Gwen get hurt?" Gwen pressed, dropping the pretense of sneaking through the woods.

"She's not so much hurt as sore," Ben said evasively before returning to looking for tracks that weren't there.

"Ben, stop being such a dwe-!" Gwen caught herself short of shouting 'dweeb' but it was too late, Ben had turned to look at her fully. She expected to see the recognition in his eyes, followed by anger or hurt at the realization that she and Charmcaster had been playing games with him but all he did was shake his head ruefully.

"Man, you two must be comparing notes or something."

"What's that supposed to mean?" Gwen asked, reaching for Ben in concern even as relief flooded her.

"You sounded a lot like Gwen when she's trying to boss me around and earlier she-"

It was Ben's turn to pause awkwardly as he dropped his gaze, prompting Gwen to step closer and use her size to force him to look up.

"We both know I don't need any help from her to boss you around," she said as she placed a hand on his chest and slid it up slowly to caress his chin. In the back of her mind she couldn't help but think that she was getting way too good at being Charmcaster.

"Now what did Gwen do that reminded you of me? Tell me and maybe I'll give you an encore performance," she said as her other hand trailed down his chest towards his crotch until he caught her hand.

"Actually, I want to do something for you," Ben said as he took his hand off hers and went to the Omnitrix. She wasn't sure what to expect from him as he dialed the device, Ben could be passionate but wasn't what she would consider romantic so she found herself genuinely interested. He studied the watch for several moments to make sure he had the right choice before easing the plunger down.

Green light enveloped him as the skin around the Omnitrix rippled and turned green. It spread up his arm and over his body like vines, entwining and encasing him until Ben was gone and Wildvine stood in his place. He wordlessly reached down and sank his fingers into the dirt, the stalks he used for feet also burrowing into the earth.

Gwen narrowed her eyes, unsure of what Ben was up to as the ground began to heave and crack around them. She started as a sprout shot up through the dirt at her feet, it was quickly joined by others as they continued to grow and blanket the ground. All around them plants continued to grow outwards in a circle until they became bushes, springing up instantly wholly grown and intertwining to become a solid wall. Her gaze followed the bushes up until they peaked at nearly ten feet tall and then it was drawn back down as flowers of every kind and color bloomed everywhere, turning the world into a breathtaking botanical garden.

She turned in stunned silence to gaze on the ring of beauty she found herself in the center of. It was wonderful and as she took in the bursts of colors she began to notice certain patterns forming. It took her eyes a moment to piece it all together before she realized that some flowers formed mosaics of Charmcaster. There were depictions of her in her old outfit, several in her new, and even a few of her in the tattered remains of clothing which if Gwen had to hazard a guess were from their time on the island.

The longer she stared the more intricate things became as she picked out the various types of flowers that made up the depictions of Charmcaster. Pink and purple asters, carnations that ranged from white to pink to purple and some that even blended those colors together, white lilies, magnolias in pink and white, dazzling orchids matched her amethyst eyes perfectly, white primroses with centers of gold became her earrings tucked into her hair, moss roses in a variety of colors, and of course roses though they were purple to blend in with everything else. If she didn't know any better she'd have thought Ben was using the language of flowers as they all were flowers that spoke of his love for Charmcaster and her beauty.

"Do you like it?"

She turned to see Ben pull his hands from the dirt as he straightened up. His cycloptic eye looked at her expectantly and even though it was an alien face she could still tell he was nervous.

"I love it. I've never seen anything so beautiful Ben. How did you do it?"

Ben shrugged, the venus flytrap like growths on his shoulders nearly touching."I'm not sure. I didn't really think about it so much as I reached down and focused on how you make me feel. The rest just happened."

He looked confused as she turned away from him but she couldn't risk him seeing her becoming so emotional as she fought back tears. She didn't know what she and Charmcaster had been thinking, switching bodies had been disastrous. The flirting and small signs of affection had been nice but now he was showing her something meant for Charmcaster and it made her feel like she had despoiled what should have been a beautiful and truly precious moment.

She was on the verge of whispering the words that would switch her and Charmcaster back when an idea struck her. She had already come so far so what could pressing the envelope a little further hurt? She wiped away burgeoning tears and forced a smile as she turned back to Ben.

"Ben, can I ask you to do something for me?"

"Sure, what is it?" Ben asked in an eager to please tone; it made her smile more genuine and just a little sad.

"Can you show me how you feel about Gwen?"

"What? Why?" Ben asked, sounding appropriately puzzled.

Gwen steeled herself, the next part of her idea was where everything could fall apart.

"Don't worry, I'm not trying to make this a competition. With the three of us involved things can get a little complicated and I could get a pretty good idea of where things might go, with all of us, if you showed me."

Ben didn't seem completely sold on the idea and panic shot through Gwen like a bolt as she struggled to come up with a way to sweeten the deal. "Do this for me and I'll do it with one of your aliens."

She nearly clapped her hands over her mouth as soon as the words were out of her mouth. Why had she said that?! Regardless, it had gotten Ben's attention as his jaw went slack with surprise before he gave himself a shake and straightened up.

"Okay but I'm not sure if I'll be able to do it without Gwen being here. I think part of how it worked was that I wanted you to see this."

Gwen allowed herself a smirk, "Well maybe I can help. Now close your eye and try." She moved closer as he did so, leaning against his chest so she could whisper into whatever counted for an ear on his head. "Picture Gwen standing before you, a small smile on her lips and her hands clasped behind her back. You've known her pretty much all your life and even though you might not have gotten along all the time you've been there for each other. That's been true even before this summer but over the past two months you've gone further, even overcoming one of your greatest fears to save her. She might not have said anything about it but that meant the world to her, even back then."

Gwen's heart raced as she said things she might not have ever had the courage to admit in her own body. It was all she could do to keep her breathing and voice steady as she continued, "She might have picked on you for not being as smart or skilled but she also admires how that never stopped you from doing anything, especially standing up for other people."

"How do you know all this?" Ben asked softly as he started to turn his head towards her.

She caught his head in her hands and focused it straight ahead, "Girls tell each other things. Now show me what you think of Gwen."

She turned as she spoke, her arms reaching above her to hold him while she waited for things to change. It happened immediately, a wave of orange flowers, day lilies, amaryllises, daisies, and even orange roses burst to life at her feet and swept over almost everything. They left the depictions of Charmcaster untouched, making them stand out sharply against the tangerine field. Green asters began to blossom in two great circles before being surrounded in greater oval pools of white camellia japonicas. She found herself staring at a still forming depiction of her face as cream colored carnations slowly filled in the rest of her face. With her face amid all the orange it made it look as if she had a breathtaking mane of hair but before she could truly appreciate the beauty of Ben's work the ground near her feet buckled upward as a massive plant pushed its way out of the ground.

She fell back against Ben as the plant continued to grow and make the ground unstable. He caught her in his encompassing hands as the massive flower bud finally stopped growing, nearly rivaling the walls of their little garden. The bud petals opened with a soft 'crack' and struck the ground with a much heavier 'thud' as they fell. The petals contained within were tightly curled but slowly began to unfold, lowering down one at a time like carpets being rolled out in invitation. The inside of the petals were a deep blue speckled with vibrant orange dots and in the center was a green stalk that she guessed to be the pistil surrounded by several cattail looking filaments.

"What is that?" she breathed, stepping closer to examine the flower. She tested one of the petals with her foot and found it sturdy enough to put weight on without being damaged.

"I don't know," Ben admitted, reaching up to scratch his head as he watched her reach down to run her hand along the petal, finding it had nearly the same consistency of a thick mat. "I think it was part of what you said about Gwen and part of what you promised."

Gwen glanced over her shoulder before remembering that she had indeed made a promise to him, one that brought a blush to her cheeks. Despite the sudden drumming of her heart she told herself she hadn't agreed to it because the prospect excited her but because Charmcaster had clearly done something with _her_ body and this would just be getting even.

"So this is what happens when Wildvine gets aroused? It should happen more often," Gwen said with a smirk as she finally reached the center of the flower. Now that she had walked the length of the petal she began to detect the flower's aroma, a strong honey smell with a touch of citrus. It made her feel a little giddy as it enveloped her and filled her mind with funny thoughts, like how the pistil in the center was much more phallic shaped than she had first thought, especially as it began to secrete a kind of clear sap from its tip. One hand reached out to steady herself and brushed along one of the cattail-like filaments, receiving a fine coating of pollen upon contact. Everywhere the powdery substance touched skin a relaxing warmth began to seep into her, prompting her to firmly grasp the filament and stir up more pollen. Breathing in the pollen should have racked her with coughing or sneezing but instead it was as if she was breathing in life itself, it invigorated her and made her acutely aware of her environment.

For instance, the pistil was definitely phallic shaped and the sap it oozed, she could taste it on the air. It was sweet and the hint of a taste filled her with the desire to have it on her tongue. She reached for the stalk of the pistil, expecting it to be rigid and pleasantly surprised when it was pliant and soft in her hand. A gentle squeeze caused the pistil to gush more sap and, more surprisingly, Ben to moan. She glanced over her shoulder to find Ben slouching with a vacant look on his alien face.

"Can you feel this?" Gwen asked, giving the pistil a stroke. Ben nodded as he moved closed, stretching his leg vines so they remained buried in the dirt. Gwen turned back to the pistil with a smile on her face and leaned in to give the tip a lick. The sap rolled over her tongue like thick syrup, sweet and succulent it tasted more like a medley of fruit than anything else.

As she savored the exquisite taste Ben reached down and began to caress her body, his fingers wriggling independently of each other. The sensation should have felt weird but several fingers began to massage along her shoulders and back and she found herself leaning into Ben's grasp. Other fingers began to work their way over more parts of her body, two in particular circling her breasts through her shirt. She moaned as her breasts were squeezed in new and interesting ways and then gasped as the tips of Ben's tendril-like fingers flicked her hardening nipples. Even through the fabric of her shirt the sensation sent jolts through her and her state of heightened sensation only made it worse, or better as was the case as she quaked with pleasure.

Gwen let go of the pistil and made to take off her clothes but realized that both of her hands were thoroughly coated with sap. Not wanting to ruin Charmcaster's clothes she eagerly set about licking her hands clean, giving Ben more time to tease her body and tease he did. Two more fingers descended lower to slip beneath her jeans, the flesh of his plant body surprisingly cool against her excited skin. Rather than going for an obvious target his tendrils coiled around her thighs and began to slowly and meticulously knead them. It was almost ticklish Gwen thought at first but as it went on she realized there was a heat growing between her legs and Ben's intentional neglect of her mound was only spurring on the dampness she felt there.

"Ben," she moaned as she looked up at him, her cheeks flushed with desire.

"Yes Charmcaster?"

For a moment she hesitated as the need to be recognized burned within her until it was almost all consuming but she couldn't bear to hurt Ben like that after all he had done to be romantic.

"Please Ben… I want you to… I need you to take me," she panted as his fingers teasingly slid along the edges of her pussy.

"Alright, but I need to ask you something first," Ben said as he leaned down so they were almost face-to-face.

"What is it?" she asked breathlessly, her body writhing with carnal desire.

"Does this count towards your promise?"

Gwen sighed mentally as she kept her face still while reaching out to caress Ben's face.

"Shut up and kiss me you dweeb," she said as her fingers dug into his pulpy flesh, pulling him close. Her tongue danced and slid gingerly along Ben's jagged fangs before being forced to retreat as Ben's tongue began its assault. It was more like a serpent than a tongue as it wormed and slithered about, entwining her own tongue before sliding deeper into her mouth until she was fellating it. It would have bothered her and possibly even grossed her out but his saliva was reminiscent of the sap and even the barest resemblance to that flavor had her sucking eagerly.

Ben pulled his tongue free just before he was really throat fucking her and turned his attention to undressing her. She would have helped but his vines were twisted around every limb, restricting her movement even as they loosened and tugged off her clothes.

Very quickly she found herself naked and suspended in the air, her arms held behind her back as her legs were drawn apart. Being confined made her heart race and telling herself that the monstrous plant beast that held her was actually her cousin wasn't as comforting as she thought it might be, especially as he opened his maw and she got a good look at the teeth that lined it. He extended his tongue once more and the tip slid teasingly up and down her slit before stopping at the top and prodding with more dexterity than any tongue should possess. Gwen arched and tensed against her bonds as Ben's tongue worked at pushing back the hood of her clit. She hadn't realized Ben had such fine control of his alien forms as he gently worked at her clit until he could wrap the thinnest of tendrils around it. Despite the vine's delicateness it exhibited great strength as it squeezed and tugged her love button, sending spasms through her body. Before she could recover the rest of Ben's tongue pressed against her folds and began to push into her, filling her more fully than she had ever been. She tried to remain quiet but as more vines joined his tongue in exploring her depths her head shot back and a series of moans and sharp cries escaped her.

Ben paused as her sounds of ecstasy echoed through the woods, only slightly muffled by the walls of vegetation that screened them from onlookers. Gwen wanted to tell him to continue, that they were too far away for the others to hear but before she could she found herself flipped over so she was facing the ground, or more accurately the flower's pistil which was still leaking sap. It was right in her face and the scent of it filled her nose, making her mouth water slightly. The moment her lips wrapped around the tip the vines went back to work stirring up her honey pot, producing moans from the both of them.

Sap filled her mouth faster than she could drink it and soon began to leak out of the corners of her mouth where it dribbled down her chin, clinging defiantly to her skin as it blazed a trail down her neck towards her breasts. Ben began to gradually lower her, pushing the pistil further into her mouth. At first she feared him going too far but quickly discovered that Charmcaster's body barely had a gag reflex and what convulsions she did feel were easily suppressed. It was a little frightening as more and more of the pistil slid down her throat but it was also exhilarating to be able to take such an impressive length without struggling too hard. Ben certainly seemed to enjoy the vigor with which she sucked as he moaned and his vines quivered with pleasure. Soon it felt like he was pumping sap directly into her stomach and she could feel her abdomen swell under the deluge. Just as the pressure began to grow uncomfortable Ben eased her up and she began taking deep pulls of air, only just realizing how light headed she had been getting. The sensation of the pistil sliding free of her esophagus sent a shiver through her but there was also a sense of pride as she saw that she had taken more than foot of it down her throat.

Ben began to withdraw the majority of his vines from the depths of her sex, leaving his tongue still buried within her as he turned her so she was sitting up and facing him with her legs spread eagle. Gwen wasn't sure if it was some side-effect of the sap or the overstimulation of her body but she was giddy with anticipation and her pussy dripped around Ben's tongue. A small gasp escaped her as she felt something slide into the crack of her ass and a quick glance down showed the pistil resting firmly against her backside. Any hesitations she might have had about anal sex had been dispelled after last night and she smiled down at Ben.

"Do it. Fuck my ass," Gwen said, not realizing she had spoken aloud at first but unable to deny it was anything other than what she wanted. The pistil pressed against her puckered hole and eased in slowly after thoroughly painting her backdoor with sap. Gwen shuddered with delight as Ben began to bounce her a little, dropping her down slightly more each time. He was still producing sap continuously and she could feel it filling her up, unable to press past the pistil. The pressure was different from having her stomach filled and not altogether unpleasant, prompting her to reach down and spread her cheeks apart with her hands, inviting Ben to pressed onward with reaming her ass.

Ben picked up on her not so subtle hint and also began working his tongue into her depths once more. Assaulted from both ends, Gwen's body arched and she made to cry out only to find a vine covering her mouth, muffling her quite efficiently. She screamed against her gag, not in fear or panic but in pure orgasmic pleasure as Ben pushed deeper into both her holes, striking that sweet spot in her ass while simultaneously hitting a barrier deep within her pussy that caused an involuntary spasm to run through her. His tongue tenderly probed this strange impasse but even the gentlest contact made Gwen thrash against her bindings, even causing her to sink her teeth into the vine gagging her.

"Whot ith thot?" Ben asked her around his tongue as he uncovered her mouth.

It took Gwen a moment to catch her breath before she could hazard a guess, "I think… that's my womb…"

"Shood Ah stohp?" Ben asked, clearly not wanting to cause her any real pain or injury.

Gwen bit her lip as an immediate answer eluded her. She wasn't sure what to do, her understanding of anatomy suggested it wasn't exactly a good idea but at the same time the sensation hadn't been really painful, just… unexpected.

"Take it slow," she said softly, her heart racing as the prospect of potential danger battled with the desire to experience mind-blowing sensations.

Ben nodded and returned to dropping her lower and lower onto the pistil while the tip of his tongue prodded gingerly at her cervix. Gwen tensed and shuddered as he pressed a little harder before crying sharply as she felt his tongue suddenly slither deeper into her.

"Don't stop," she urged Ben as she fought from groaning while her toes curled and quivered. Her body had become a jumbled mess of signals and she was loving it. Her breath was coming in short bursts as more of his tongue violated her womb, stretching her open wider with each slithering push. She trembled and quaked, squirming joyfully in her bonds even as Ben's tongue prodded at the walls of her womb and caused a small bump to rise on the plain of her abdomen.

Awestruck, Gwen made to reach for the minute protrusion and was surprised when her arms were able to move freely. Ben's vines still supported her, many still massaging and teasing any sensitive spot they could find, but many more had pulled away, including those that had restrained her. Their whereabouts weren't a mystery for long as Gwen felt several tendrils prodding at her plugged asshole. Despite the girth of the pistil already thoroughly entrenched deep in her bowels they managed to squeeze past her protesting sphincter and spiraled around the pistil's shaft, truly stirring up her insides as they pushed in deeper. For a moment everything disappeared in a void of blissful euphoria as they struck that strangely sensitive little spot in rapid succession.

As she came down off her rapturous high she became aware of the absence of Ben's tongue in her womb. Before she could finish lifting her head to look to Ben something absolutely massive slammed into her cunt, forcing its way into her depths in one go and causing her head to snap back. She tried to focus through the assault on her senses but the shaft or whatever it was slammed into her cervix and her body went limp in Ben's grasp.

"Too much?" Ben asked as he leaned over her prone form, lazily dragging a finger along her body, prompting the occasional twitch or spasm as he tickled and teased all over. His tone suggested he didn't really care what she thought at the moment and in the back of her mind she wondered if she had gotten more than she had bargained for as she too late recalled how aggressive Ben became with Charmcaster and how much the older girl loved it.

True to form she felt the massive presence within her cunt pull back just enough for it to ram into her cervix again. She tried to beg for Ben to go easy but her words sputtered into sharp cries as he hammered at the entrance to her womb relentlessly. The pounding she was receiving was bad enough but Ben managed to make it even worse by showcasing how maneuverable his fuckrod was, wriggling it intensely so it struck all her walls while still battering her cunt into submission. She clawed for something to hold on to as it felt like her mind was going blank while her pussy melted, her nails digging deeply into the thick vines that held her aloft.

Through the heavenly reaming of both holes Gwen became aware of a sensation beyond the massive penetrations. The vines wrapped around the pistil hadn't been content in merely stretching her out, they had pressed on into her guts and now she could feel them stirring about impossibly far inside her. Her abdomen rippled and bulged as they traversed the inner workings of her body, making way for more sap to fill her up as well.

Just as she was about to cry out in panic Ben finally battered open the way into her womb and his massive shaft struck with such force she was left utterly breathless. Rather than reeling in pain Gwen's whole body tensed and contracted as the most powerful orgasm she had ever felt ripped through her. Once more she was left a panting heap, her mind turning into a puddle despite her best efforts to keep her wits about her.

' _Why? Why did it feel so good_?!' she managed to ask herself as her head fell back. Through half-lidded eyes she looked at the upside down mosaics that had started this whole thing and saw sunlight filtering in through the trees. At first she thought her vision was cloudy because she was on the verge of unconsciousness from Ben's ceaselessly intense fucking but then her eyes went wide as she realized what she was really looking at, pollen! Thick motes swirled through the air and if there was that much in the air then she must be coated with the stuff. Ben, either unwittingly or on purpose, had saturated the air with those spores and their erogenous effect was overwhelming her.

As much as she wanted to voice her discovery the best she could manage was a wet gurgle as Ben's vines worked their way even deeper into her guts, making it hard to breathe as it felt like they were close to pushing straight through her. All the while a bulge rhythmically rose up and down from her abdomen as Ben plowed her womb, stretching and filling her beyond anything she thought a body was capable of. It was too much, she couldn't take anymore and to that end she weakly pulled at him as wave after wave of orgasmic pleasure washed over her.

"I thought you liked it when I got rough," Ben said with a throaty chuckle before his tongue slithered around her neck and then descended to coil tightly around her breasts.

One last final cry of pleasure tried to work its way up and out of her throat but something else beat it to the finish line. Gwen's eyes went wide as her breath was cut off, her already struggling lungs crushed as wriggling vines did the impossible and finished their winding journey through her body. She stared down her nose in disbelief at several vines as they rose into the air from her mouth. She had truly become her cousin's cocksleeve and the absurdity of it all shattered her mind, her eyes rolling back into her head as she went truly limp.

She wasn't sure how much time passed before sensation returned but when it did she found herself still impaled by Ben, her holes too thoroughly exhausted to put up any form of resistance. Thankfully he no longer had her skewered and was seemingly content to pillage her womb and stomach. A moan escaped her as her abdomen swelled and stretched under his constant assault, the confines of her body growing more and more cramped as vines and sap struggled for room.

"Mmm, I never thought the sight of you like this would be so…enticing," Ben said, savoring the last word as he caressed her body with several vines. At first Gwen was confused, what did Ben find so attractive about her with her body so swollen? She looked bloated, she looked… pregnant. Did… did Ben really find that attractive?

It was getting harder to think as another orgasm tore through her and a haze of pleasure began to cloud her mind. She had to stay calm and not panic, though the thought of Ben suddenly wanting to get Charmcaster pregnant filled her with alarm.

"Don't… don't get any funny ideas, mister," she managed to get out as her stomach expanded a little more, bordering on painful.

"Heh, no worries," Ben said, a thread of strain entering his voice as his pace increased, causing her cunt to gush with a fresh wave of orgasmic juices.

"You're so delicious Charmcaster…" Ben panted as more vines suddenly invaded her holes, causing her back to arch as the true limits of her body were put to the test. "I can taste you in ways I've never imagined… I never want to stop drinking you up."

"Ah… don't say things like that… it's too… too mughk-" Gwen tried to say before heat exploded in her depths as Ben began to come. Somewhere in the recesses of her mind she was vaguely aware that Ben was no longer pumping sap into her but _seed_ , and it was gloriously warm as it struggled to find room in her already thoroughly occupied body. It cut off her voice as torrents of it worked its way through her and spilled out her mouth. She choked and gagged, struggling for air as more cum gushed from her lips and even her nose. Her other holes fared no better in holding back the deluge and a weak cry of pleasure bubbled up out of her as hot cum leaked around the still writhing tentacles.

While intense, Ben's ejaculation was thankfully brief and after coughing up a significant volume of cum Gwen was finally able to breathe again. Ben laid her down to rest on a fresh bed of leaves as his vines began the slow process of extricating themselves one at time. As soon as the first vines came free sap and cum began to pour out of her, bringing with them the sweet relief of pressure so intense it almost felt like another orgasm.

She was too weak to do anything but lay there and shudder occasionally as the Omnitrix finally began to beep. A moment later Ben was kneeling beside her looking somewhat embarrassed, though she couldn’t tell if that was because he felt guilty or was still incredibly turned on by her trembling naked body.

"I really gotta learn some restraint, this sort of thing shouldn't happen twice in one day."

Gwen's eyebrows rose but before she could say anything Ben's head turned suddenly, his attention focused on the wall of shrubbery. He motioned for her to remain quiet as he crept towards the barrier, pausing occasionally as if checking for some sound that eluded Gwen. He wasn't at the wall long before he hurried back to her side, clearly troubled by something if the way his features were twisted were any indication.

"Well, I've got some good news and some bad news. The good news is that you're beautiful when you're sexually exhausted, and I mean that, you're positively glowing. The bad news is there really are Forever Knights out there and I think they're looking for us. I'm going to lead to them away from here and try to make it back to the Rustbucket, you stay quiet and gather your strength."

He leaned down and kissed her on the cheek before scurrying away and slipping under the hedge wall. Gwen had barely managed to raise a hand after him by the time he disappeared, leaving her to wonder if she hated him for his rashness or loved his selfless heroics.

***

"Are you sure we shouldn't be worried? They've been gone a while and Grandpa and Mr. Tennyson still haven't come back," Kai said as she peered out a window cautiously.

"They're fine," Charmcaster called from the back of the Rustbucket where she was lying on her side. She didn't regret what she had done with Ben earlier but that didn't stop her body from aching, especially her ass, which was now quite tender. She had lacked the energy to keep up her suspenseful charade for long after Ben and Gwen had left and retreated to the back to rest, leaving a puzzled Kai to watch the woods worriedly.

"Besides, there's an obvious reason for them to have not come back."

"You think they've been captured?!" Kai asked, causing Charmcaster to roll her eyes and sigh.

"For the last time, no! I meant that they're a couple with a chance to be alone, what do you think they're doing?"

That didn't calm Kai any, not that Charmcaster really cared as she rolled onto her other side so she wouldn't have to watch the other girl fidget. She must have dozed off for just a moment because the next thing she knew the sound of the door slamming open startled her back to her senses. She fought back a wince as she bolted upright to find the door still swinging wildly and Kai nowhere in sight.

"Hey, where are you going?" Charmcaster yelled, rising to her feet and then running as a scream cut through the air.

"Kai?!" Charmcaster called out from the doorway, scanning the clearing for any sign of the other girl. She really didn't feel up to running through the woods after Kai, random acts of heroism still weren't her style, but Ben would probably be upset if she let anything happen to his old crush.

She cautiously stepped outside, wary of whatever had made Kai scream. The clearing seemed truly empty but as she spun slowly in place she became aware that the natural sounds of the forest had faded which definitely meant there was something else there.

The sound of something cutting through the air was the only warning she had as the attack came from behind, which might have been a problem had it been anybody but Charmcaster they were attacking. With a wave of her hand a blue wall of light sprang up, shielding her from several shuriken. They clattered to the ground harmlessly as she dropped the barrier and spun to face her attacker. She had been expecting the Forever Ninja but the enemy she found almost made her drop her guard.

"Are the Knights so desperate they've started recruiting from middle schools now?" she asked the slight figure covered in armor. Their suit fit the description of the ninja that Ben fought earlier but the figure was only a little taller than Charmcaster was in Gwen's body.

The mini-ninja circled Charmcaster slowly and in silence, clearly looking for an opening.

"What did you do with Kai?" she asked as she turned to keep the ninja in front of her. Rather than answer the ninja produced an energy blade and closed the short distance between them. Charmcaster summoned all the magical energy at her disposal and formed the image of a staff in her mind. An ornate weapon seemingly carved from sapphire appeared in her hands as she raised them up to block an overhead blow. It should have been enough stop the attack but the suit was clearly enhancing the wearer's strength as they shattered the staff with ease, forcing her to lunge to the side to avoid the blow. She stumbled and barely kept from tumbling through the dirt as she was forced to dodge attack after attack until she was panting and reeling.

"Where are those impressive fighting skills of yours?" came a heavily distorted voice as the ninja slowly turned to face her. Charmcaster blinked and shuffled back a few steps, this person was speaking as if they knew Gwen.

"Sorry, I'm not at my A game at the moment. Do I know you?"

She never got an answer to her question as the ninja suddenly stopped circling her and took a very lax stance. Charmcaster thought it was an opening for an attack but she missed the ninja pressing a button on the handle of their sword. Beeping at her feet drew her eyes to the shuriken and before she could do more than contort her face in horror they exploded. The blast tore the ground out from beneath her and sent her sprawling in the dirt. Her vision swam and silence roared in her ears as she worked limbs that resisted her efforts to pick herself up. She had just barely made it to her knees when she felt, rather than heard, the footsteps approach. She braced herself as the ninja's shadow fell over her and when she was roughly knocked onto her back she was ready.

" **Praemium**!"

The ninja was caught completely off guard by her spell and the explosive orb struck with enough force that Charmcaster felt bits of metal rain down around her. The ninja stumbled backwards, clutching at their face as their mask crumbled into pieces. Charmcaster franticly shifted back, putting more space between them until she caught sight of the face beneath the mask.

"What. The. Hell."

The ninja straightened up and dropped her hands to her side, leaving her face clearly visible so there could be no doubt.

"Now Gwen, what would your grandfather say if he caught you using that kind of language?" Kai asked as she fixed Charmcaster with a condescending smile before raising her arm and firing a dart into her shoulder. As darkness swept over her she heard Kai speak into some kind of communicator, "Master, Gwen Tennyson has been captured, I await further instructions."


	14. When Bodyswapping Bites You in the Ass

**Notes for the Chapter:**

> Be warned, this chapter contains a rape scene.

Ben had never been so glad to be up against the Forever Knights as he was right then. Their armor made it impossible for them to move with any kind of stealth so he was always able to find a place to hide when he heard them clanking around. It was odd that they could make ninja armor that was super stealthy and then stick most of their guys with a bunch of clattering pots and pans.

Ben gave himself a shake and pushed the errant thought from his head, he had managed to lead them away from Charmcaster and now he needed to focus on getting back to the camp site to see if Gwen and Kai were okay. If he was lucky Grandpa and Mr. Green would have avoided capture and together they would kick the Knights' collective butts. Unfortunately Ben wasn't feeling all that lucky, which was weird considering that he'd had some of the best sex of his life today. He paused as he heard rustling, turning his head in surprise as whatever was approaching was already almost on top of him. He dove and scrabbled back behind tree, hoping he had been quick enough.

Soft footsteps made him risk taking a peek as whoever was approaching lacked the boisterous noise of a Knight. He nearly melted with relief when he saw it was Kai.

"Kai, over here!" he whispered, startling her until she saw it was him and then she too seemed to flood with relief. She rushed to him and enveloped him in a hug, practically relying on him to keep her upright. He gave her a reassuring squeeze before guiding her back behind the tree and into a crouch.

"What happened? Where's Gwen?"

"We were ambushed and overwhelmed. Gwen, she made an opening so I could escape and find you guys. Where's your girlfriend?"

"We split up to cover more ground," Ben lied easily though he did feel a pang of regret at leaving Charmcaster in such a sorry state. "What about our grandpas, any sign of them?"

Kai shook her head, "No, and I overheard one of the Knights say only three targets remained. Ben, what are we going to do?"

Ben didn't know what to say at first so he merely held her hand reassuringly as he set his jaw determinedly.

"We need to go back to the Rustbucket," he finally said before rising to his feet. Kai's questioning gaze forced him to explain further, "Grandpa has all kinds of tech in there, maybe we can find something that will help us."

"Help us do what?" Kai pressed, doubt written all over her face. Ben didn't blame her, his idea was barely half-formed as it was.

"Well, getting you a weapon would help level the playing field a little. Plus we don't know where they've taken the others and I don't think we can scare any of these guys into telling us, so maybe there's something that'll help us track them down."

He sounded more confident than he felt but it got Kai nodding so he forced a smile for her sake and began to rise to his feet. Together they moved from tree to tree, Kai still holding his hand tightly. Despite Ben's trepidation they were fortunate and managed to make it back to the clearing without encountering any more Knights. They paused near the edge, watching and listening for any sign of Knights waiting to jump out at them. Once they deemed the coast clear they made for Rustbucket, Kai going for the door while Ben crouched just outside to keep a look out.

Kai had only been inside the motorhome for a second before her screams had Ben jumping to his feet. As he reached for the door she came tumbling out, hitting the ground hard before grabbing at her ankle as a whimper escaped her.

"Where do you think you're going little lady?" came a gruff voice, the Rustbucket creaking and shaking until a massive gauntleted hand gripped the doorframe. A Knight stuck his helmeted head out the door and immediately got his bell rung by Ben as he slammed the door into him with all his might. As he crumpled back into the Rustbucket Ben rushed to Kai's side and tried to help her to her feet only to have her cry out and collapse as her ankle gave out.

"I can't walk. Ben, what are we going to do?"

Ben's mind was racing, he could try to carry Kai but there wasn't any place they could get to fast enough before the Knight or others were on top of them. He was on the verge of panicking when the sound of salvation filled his ears as the Omnitrix signaled its recharge. He flashed Kai a smile as he turned the dial to a combat oriented alien and shoved the plunger down.

His frame immediately began to bulge with muscle, so much so that his skin became so tight until it burst in several places. He growled and doubled over as his skin turned a waxen green and he sprouted a mane of greasy black hair. His back rippled as two metal protrusions broke through the skin near his shoulders and continued to grow until two small towers stabbed upwards. Electricity arced between the two towers and as it travelled down the metal it lit up his eyes with yellow light. The energy surged through his body and as it did more metal sprouted from his flesh, sutures stitching together the rips in his flesh as gauntlets covered his hands. More metal broke the skin on his shoulders and chest, small caps that hummed with energy denoting them as power cells. As the transformation finished he was left wearing black pants and boots perfect for stomping badguys.

"Frankenstrike? He's no Fourarms but he'll do," Ben said as he looked over his shoulder at the Forever Knight just making it to his feet. He covered the ground between them quickly and latched a powerful hand around the Knight's ankle. Before the Knight could strike at Ben he pulled his leg out from under him and dragged him out of the Rustbucket. The Knight struggled and shouted curses at Ben but he was no match for the electrically charged, stitched-together alien as Ben continued to pull him through the dirt before taking hold of his leg in both hands and swinging with all his might. Electricity sparked off him as the Knight flew through the air like he was little more than a twig before slamming into a tree. The crunching of metal and splintering of bark spoke to the severity of the impact and the lack of movement from the Knight was more than enough to satisfy Ben.

He lumbered back to Kai and reached for her only to have her cry out as he scooped her up.

"You okay?"

"Yeah, it's just my ankle. What do we do now?"

"Uhm, not sure," Ben said as he looked around before ducking as several shots came from the woods. "But we're not staying here!"

He shielded Kai with his body as he rushed towards the cave and twisted sideways at the last moment to cram his bulky form through the narrow opening. The towers on his back sparked as they struck the walls and forced him to hunch over lest they drag along the ceiling. He tried to put Kai down gently but it was little more than an unceremonious drop as he spun to face the narrow opening. Already he could hear shouting and the movement of men as more Knights converged on the cave entrance. He could take them on, the mouth would bottleneck them if they rushed in but that would only work as long as his transformation held out. He had to figure out a way to slow them down that would also allow him and Kai to put some distance between them.

Ben pounded his fist against the cave wall in frustration as nothing came to him. As his hand came away from the wall he noticed the cracks his hand had left in it and while it wasn't the greatest idea he had ever had it would definitely slow the Knights down.

"Kai, try to move back a little, things are going to get a little rocky," Ben said over his shoulder before slamming his fist into the wall, deepening the cracks and making the cave shake a little. He relentlessly pummeled both walls, grunting with exertion as the cracks became fissures spreading upwards and outwards and stones began to tumble free. Before too long the thunderous sounds of his blows were replaced by a deeper rumbling as the cave began to shake and great chunks of the walls and ceiling began to collapse. Ben shuffled back with his arms held up to shield himself from the debris and once the dust settled he found the cave entrance completely collapsed.

"Ben?"

He turned to look for Kai but with the sudden lack of light he couldn't find her. His desire for light must have triggered something in Frankenstrike's form because before he realized it lightning jumped between the towers on his back, providing him with flickering illumination. He found Kai pressed against the wall, hiding beneath a slight outcropping. She was covered in dust and flecks of rock but was otherwise fine physically; the slight tremor in her hands suggested differently of her mental state.

"You okay?" he asked as he reached down for her.

"Yeah, I'm fOW!" Kai suddenly cried out. A spark of electricity had jumped from his hand to hers as they neared each other and now she cradled her hand to her chest.

"Oh man, I'm sorry, I'm so sorry," Ben said as he backed up and shut off the power running through his body.

"It's fine," she said as she flexed her fingers before trying to pull herself to her feet.

"Can I help?" Ben asked, offering a hand as he noticed she was having trouble standing. Kai slowly reached out for him, tapping his hand quickly in case of another shock but when none came she gingerly took hold, her hand engulfed in his.

"We better keep moving," Ben said as the sound of rocks shifting could be heard coming from the other side of the blockage. He held his hand before him so Kai could support herself on it and hunched forward so he wasn't constantly scrapping his towers on the ceiling and walls.

"Ben, I'm scared. What are we going to do now?" Kai said, clutching at his hand as she limped slightly.

Ben could have muttered some sort of empty reassurance but he didn't think he could do so convincingly so he remained silent. She must have mistaken his silence for stalwart confidence because she tightened her grip on his hand and seemed comforted.

They wound their way through the tunnels until they spied sunlight cutting through the darkness. The opening they found was a small one, partially blocked by a boulder and even once cleared they'd still have to crawl to fit through. Ben grunted with the effort of moving the boulder aside and sat on it once it was out of the way, managing a smirk before the Omnitrix began to beep and he returned to normal in a flash of light.

"Well at least now we don't have to wait to go through," Ben said as he hopped down and started to crouch.

"Wait, let me go first Ben," Kai said.

"But your ankle-"

"The Omnitrix needs to recharge right? Then I should go first in case it isn't safe, you and the Omnitrix are our best bet of getting out of this."

"That's… incredibly brave Kai," Ben said, surprised by how much her concern touched him.

She flashed him a smile as she knelt, "Hey, I'm the one who was hoping for something more exciting."

Ben's apprehension twisted his gut but he forced himself to remain still and calm as Kai disappeared into the opening. He crouched down to peer after her but she quickly made it to her feet and was gone again. The seconds until she called out the all clear dragged on gratingly slow and he practically collapsed in relief when he heard her. He dragged himself through the hole, relishing the feeling of sunlight on his face after being in the dark. He looked to Kai as soon as his head cleared the hole, not even minding that the sun half blinded him.

A shadow falling across his face was all the warning he had, his left arm coming up instinctively before Kai's foot slammed into him as she performed a vicious axe kick. The blow knocked Ben to the ground, leaving him stunned not only from the force of the strike but at the idea that it was Kai who was attacking him. She grabbed his shirt and hauled him the rest of the way out of the cave; lifting him with strength he would have never suspected her of having. She slammed him against the rock wall, driving air from his body until he could barely stand, much less fight back. She propped him up with one hand, lifting his head up with the other so she could look him in the face.

The look in her eyes was, well, Ben didn't know what to expect anymore at this point but he certainly didn't expect her to be crying. Tears poured down her cheeks but they didn't match her eerily calm expression, it was like she didn’t even know she was doing it.

"Ben," he froze as she leaned in close to speak softly into his ear, her body just shy of pressing against his. "I know you probably don't want to hear this but I think I'm a little jealous to see you with somebody else."

Before he could work up something to say she pressed her lips to his, further shocking Ben. It wasn't just the fact that she was kissing him after all the other weird stuff she had done, her kiss was wrong too. She was just pressing her open mouth against his, almost like she was a fish or something, she was even breathing through her mouth. She seemed utterly absorbed in the act and Ben thought that was the opening he needed.

He tried to push her away but she reacted faster than he expected, grabbing his arms and throwing him to the ground. She straddled him until she pinned his arms with one hand, the other caressing his face as she leaned down. Ben turned his head away from her and stiffened in shock as she laid her lips to his neck. He thrashed against her but her position and size made it easy for her to keep him trapped.

"Ben, I want you, I need you," she whispered into his ear as her free hand travelled down, caressing his chest before descending further.

"Hey!" Ben shouted as she cupped his crotch, his body jerking so violently everything hurt for a moment.

"Don't worry Ben, this will be good, you'll like this," she said as she massaged his crotch, forcing a response against his will.

"Stop this Kai! Don't do this please!" Ben begged, tears suddenly streaming down his face. Despite the stampeding panic he felt his mind couldn't help but think back to the first time he and Charmcaster were together and then scream about how wrong this felt in comparison.

His cries went unheeded as she undid his pants and tugged them down. A whimper escaped Ben when her nails scraped his skin as she hooked her fingers under his underwear. Terror and shame rampaged through Ben's mind with every futile effort he made to unseat Kai. Her hand around his cock produced a sob that, for a moment, Ben didn't even realize had come from him with his mind was trying so hard to deny what was happening to him.

"What's wrong Ben? Don't you like me? Don't you want this?" Kai asked as Ben's distress finally reached some part of her mind that still knew reason.

"This… isn't… right," Ben pleaded between panicked breaths, his gut turning with self-loathing at his own weakness.

For a moment it seemed like she finally understood, her expression shifted to concern before her lip began to quiver, "It isn't supposed to be like this. You're supposed to love me. You weren't supposed to have a girlfriend."

"What-what are you talking about?" Ben managed to get out, hoping that she might stop if he kept her talking.

She was still in the thrall of whatever was affecting her as her mood continued to shift wildly, her face splitting with a manic smile, "The Master can fix all this, he can make you love me, and then we'll be together like we're supposed to."

Ben thought she was about to get off him and drag him to whoever this Master was but instead she leaned down to whisper into his ear, "But first Ben, I'm going to make you mine."

With that Kai began working her shorts and underwear down and Ben threw every last ounce of strength he had into freeing himself. Had there been anyone there to see it they would have said Ben put up a good fight, he certainly didn't make it easy for her but in the end the mentally unhinged girl got what she wanted. She sighed as she sank down onto his cock, a quake making its way up her body as her ass came to rest in his lap.

Tears poured freely from Ben's eyes even as he shut them in a desperate attempt to block out was happening to him, but it was impossible to fight familiar sensations that he would have welcomed in almost any other situation. His body defied him at every step, hips rising to meet Kai as she descended on his shaft and soft moans escaping between sobs as poisonous euphoria coursed through his veins.

Ben had never thought he could come to hate sex but in that moment hate was all he felt, surging through him until it drowned out his humiliation and fear and overrode his compelled arousal. It fueled him with anger and a burning clarity, giving him the idea that it might do the same for Kai.

"I-I hate you!" Ben managed to get out through gritted teeth.

Kai froze immediately, her nails digging into his skin painfully as her she looked at him in disbelief.

"W-what?"

"I can't stand you," Ben spat.

"You don't mean that."

"Yes I do! I hate you Kai!" Ben yelled, spurred on by the slackening of her grip.

"Don't say that! Please Ben, you have to love me!" Kai screamed as she grabbed his shirt tightly in one hand and began shaking him. Ben's head slammed into the dirt and for a moment everything spun but the pain proved the perfect panacea for his unwanted erection. He felt himself wither but Kai's struggling threatened to bring him back to full mast so Ben did the only thing he could think of, slam his head into the ground again.

"Ben?" Kai asked, clearly caught off guard by Ben's reckless act. Ben paid her no mind as he smacked his head against the ground for the third time, anger and stubbornness pressing him onward despite the waves of nausea that threatened to overwhelm him.

"Stop it Ben! What are you doing?! Stop it!"

Even though the world was spinning wildly now Ben could tell there was something wrong with Kai, or more wrong as was the case. Her eyes were nearly bugging out of her head as all the muscles in her face and neck tensed. Ben thought she was having a stroke or something until he heard a 'pop' like a small firework and she collapsed like a puppet whose strings had been cut.

Ben lay there frozen by uncertainty for a moment, listening for the sound of her breathing before the acrid smell of burnt plastic reached his nose. His face wrinkled in confusion but it wasn't the most prominent issue he had to deal with at the moment. He eased Kai off him, partially because he was afraid of waking her and partially because the back of his head throbbed like it was going to split open, if it hadn't already, and moving too much made him feel sick. Kai remained stone still as he pulled his pants back up, which was fine with him at the moment but once he realized he would need to pull her panties back into place and she still didn't respond he found concern growing despite everything. He cupped her head in his hands like he had seen Max do while checking Charmcaster for injuries but didn't really have any clue what he was feeling for until his thumb brushed something odd behind her left ear, almost tucked invisibly within her hairline.

It took some effort but he was able to pry it free and found himself holding a computer chip of some kind. It looked partially melted and part of it seemed to have been imbedded in her flesh if the trace amounts of blood were any indication.

Ben sat there with Kai's unconscious form in his lap, his brain wracking itself to come up with an explanation. What was the chip? Was it responsible for Kai's crazy behavior? Most likely, but who put it on her? The Forever Knights? If they did then the next question was when?

He growled in anger at the thought that everything that just happened had been because of the Forever Knights, and more importantly because they had been trying to get to him. They would pay for what they did to Kai, for making her do what she had did to him, for hurting his friends and family, for everything. By the time he was through with them they were going to regret ever crossing paths with him, starting with this Master.

As Ben sat there trying to repress his rage long enough to come up with a plan the sounds of footsteps reached his ears. It wasn't the heavy footsteps of a Knight but at the same time he doubted it was a park ranger. He laid Kai down gently and made it to his feet despite the world spinning and threatening to topple him over once more every time he moved too quickly.

He took a few calming breaths as the footsteps drew closer and had to resist the urge to reach for the timed out Omnitrx once the Forever Ninja materialized out of the forest. The daunting figure walked right up to Ben in the most casual manner, setting him so on edge that he couldn't stop a flinch as the ninja reached up to his helmet and removed it.

Ben's eyes went wide with shock momentarily before narrowing in a glare that almost had him seeing red, "Mr. Green, I guess I shouldn't be so surprised. Kai is hurt and I want you to take me to your Master."

Wes regarded him with vacant eyes, clearly whatever had been done to Kai had been done to him. He stepped past Ben to Kai and scooped her up like she was little more than a sack of potatoes. With her under one arm he turned back to Ben and placed a gauntleted hand on his shoulder, his grip like a vice that silently promised to crush Ben's shoulder as a means to discourage mischief on Ben's part.

Ben swallowed nervously, hoping his gamble would pay off, and if not, that Charmcaster came up with a better idea than his.

***

" _Unda Repello_."

Gwen tilted her head back as the spell took effect, a caressing wind drying her body of the water she had summoned to wash away the clinging remnants of hers and Ben's coupling. She had been hesitant to do anything at first with the threat of Forever Knights looming overhead but as her strength returned and the pool of alien spunk she lay in began to cool she realized she couldn't just sit there. Moving had proved problematic at first, Ben had gotten a little too intense during their love making and everything hurt just enough to make life difficult. It would have been the perfect revenge against Charmcaster to leave her body in such a state before switching back but with the situation growing dire Gwen realized she would have to put aside her vengeance for the moment. Two spells later she was physically fit and rinsed clean of any traces of sap and seed, leaving her to dry off and dress quickly.

She tried to lay out her problems analytically as she dressed, hoping to formulate a solution like so many homework assignments that had come before. They were up against the Forever Knights, one of their more highly organized and dangerous enemies. Grandpa Max and Mr. Green were out in the woods somewhere, possibly already captives of the Knights, and the same could be said of Charmcaster and Kai. Ben was also somewhere in these woods and unless the Omnitrix was being unusually kind to him, it was still timed out, meaning he was at his most vulnerable. All in all things didn't look good and Gwen wasn't seeing a solution until she thought back to the discussion she and Charmcaster had about the Knights. It gave her an idea that was risky but might work better than fighting her way through an entire army.

She held up a hand as she approached the wall of vegetation, picking a portion that wasn't a depiction of her or Charmcaster.

" **Praemium**!"

The blast from her spell kicked up dirt and echoed through the woods but she paid no mind to either of those things as she took a deep breath to remain calm and strode out into the forest with as much confidence as she could muster. Her plan seemed to be working as the sound of many approaching feet reached her ears and when the first Forever Knight appeared from the brush it almost impossible for her not to flinch. As more appeared and began to surround her she curled her lips in what she hoped was a most disdainful scowl.

"Take me to whoever is in charge of you dolts. I want to know who ruined my plans."

***

Gwen wasn't sure where she was being taken but it was becoming clear to her that they had practically camped on the Knights' doorsteps if the number of soldiers she had seen so far was any indication. She wasn't one to chalk things up to coincidence so that meant that they had been brought here on purpose, which suddenly explained Kai's behavior, though how the Knights got the Greens to do that was still beyond her.

An all too orderly stack of stones jumped out at her as they passed it and was quickly followed by the remnants of a wooden structure that had almost been entirely overgrown with moss. More peculiar landmarks stood out as she looked around and in her mind's eye she saw that this was once a fort of some kind, possibly from the Revolutionary War if she had to wager a guess. The path they took led them further upwards until they stood in the shadow of a mountain before ending near an outcropping of rock that had an overhang that some might confuse for a cave. One of the Knights stepped up to the rock wall and placed his gauntleted hand on it, activating some sort of hidden panel that caused the wall to slide open and reveal a lift platform. After being ushered inside the platform began to descend, quickly revealing a subterranean base of operation which, in Gwen's mind, easily matched the secret Plumber base inside Mount Rushmore.

From there she was marched down a series of hallways, past barracks of troops and training halls filled with the sounds of sparring, all in all making her glad she hadn't decided to go with fighting what would have been an actual army. Eventually they came to a command center of some kind, if the high back throne on the raised dais in the center of the room was any kind of an indicator. The Knights surrounding her brought her to the edge of the dais and one reached out to rip Charmcaster's bag from her hip, which took all her willpower not to jump at. She had to resist the urge to turn toward the perpetrator, especially as they all became stone still, almost like toy soldiers on display, which coupled with their eerie quietness made Gwen wonder just what was really going on. She pushed her nervousness aside and took a cautious step forward, waiting to see if one of the Knights would move to stop her. When none moved she dared to step onto the dais and called out to the throne.

"So who am I dealing with now? The Forever Prince? The Eternal Duke? The Baron of Perpetuity? Or did you decide to call yourself the Forever King like the last loser?"

"Charmcaster, so nice to see you again, though I do wonder about the strange company you're keeping these days."

It took Gwen a moment to place the shrill voice but then memories of a mall hypnotist came rushing to the forefront of her mind.

"Sublimino?" she asked incredulously.

The throne spun around to reveal the diminutive man grinning wickedly down at her. He was still dressed like the world's saddest circus ringleader, wearing his obnoxiously large sunglasses and carrying his signature hypnotic pocket watch. He had added a cliché royal cape, complete with spotted white trim, to his attire as well as a crown affixed with a small clock for a centerpiece. How had that third rate d-lister of a villain manage to pull all this off?

"That's King Sublimino to you! Now give me a good reason why I shouldn't have you thrown in a cell and then brainwash you into subservience."

Gwen cocked her head to the side, hoping it gave her an air of disinterest despite her heart racing at the realization that she had walked into the lion's den. She hadn't counted on Sublimino being a part of all of this though it did make sense now that she knew; his hypnotic ability wasn't easily countered and getting his watch while he was surrounded by Forever Knights would be difficult to say the least.

"I'm curious Sublimino, how did you manage all this? I would have never thought you capable of pulling this off."

Her back handed compliment worked as he tried to sit up straighter in his throne to make himself appear bigger all the while sneering gleefully.

"You all underestimated my talents, but none more so than that Forever Fool! He installed safeguards against my hypnotic abilities in his armor but failed to implement those upgrades for his men. After the disaster that was the Negative 10 and the rest of you slinked off into the shadows I was able to find a team of his men come looking for the imbecile. After convincing them I had information as to his whereabouts I was taken to a stronghold where I quickly gained control. Now I rule the Knights and using their horde of alien technology I will ascend to not just ruler of this country but the whole world!"

Gwen had to resist the urge to roll her eyes as he boasted his evil intentions, he really couldn't get any more cliché.

"Now give me a convincing reason as to why you are travelling with the Tennysons!"

Gwen started slightly as he suddenly screeched and prayed that he hadn't noticed her jumpiness as she affixed a demure smile, hoping to project an air of sinister confidence.

"Is destroying the Tennysons a good enough reason?"

"Do you really expect me to believe that?"

"I expect you to believe that you aren't the only one capable of bending people to your will. I've convinced little Ben that's he's in love with me and reinforced that idea with magic, I already used him to get rid of my troublesome uncle. A little more time and he'll be completely under my thumb, or he would have been if you hadn't come along and nearly ruined everything. Where is he and the rest of the Tennysons for that matter? I can only assume you've captured them all by now?"

Sublimino's brows furrowed into what she could only imagine was a glare before he raised his hand. Out of a darkened doorway came three figures that resolved into Grandpa Max, Ben, and Charmcaster in Gwen's body. Gwen's eyebrows rose slightly at the sight of Max and Charmcaster wearing armor similar to the Forever Ninja's, it was clear from the glazed over look in their eyes they were under his control, however her real concern was Ben with a heavy set of manacles encasing his wrists.

"It's strange," Sublimino commented as Ben was marched to the base of the dais. "He surrendered himself after somehow managing to defeat the Green girl. Something do with your magic?"

"Perhaps," Gwen said non-committedly as her mind raced to come up with an answer to that as well. "May I?"

"Be warned, if I sense any betrayal I will not hesitate to destroy you," Sublimino threatened before waving her on.

Gwen turned from him and faced Ben, fighting a flinch at the glare he had fixed her with. She swallowed anxiously, hoping he hadn't really fallen for her little act, it would seriously complicate matters.

"Ben, come here," she cringed inwardly at commanding him like that but managed to maintain an icy calm exterior.

Ben's glare darkened and she caught the flash of teeth as he silently snarled at her. An icicle of dread ran down her spine as she began to sweat nervously, all the while praying Sublimino lacked a keen eye.

"Benjamin Kirby Tennyson, come here now," she said with all the authority she could muster. Ben's snarl skewed at hearing his full name and he cocked his head to the side to regard her strangely, shuffling forward a few steps at the same time.

Gwen could feel Sublimino's disbelief mounting with every second Ben ignored her until panic and frustration got the better of her, "Get over here now you dweeb!"

As soon as the words were out of her mouth she knew she had made a mistake, not one that Sublimino would recognize, but one that Ben could. As his expression sunk from shocked to disbelieving she knew he had realized he wasn't really looking at Charmcaster. Her gut twisted with dread at what he might do now but despite one of her worst fears coming true Ben began to approach her. She tried to read his expression but he kept his eyes on the floor, even as he came to stand beside her.

"Kneel for me Ben," saying the words turned her stomach into knots but she knew she had to convince Sublimino for any of them to have a chance. She tensed as Ben's hands clenched into fists but once more he showed a surprising clear headedness as he played along, dropping to his knees at her feet. Gwen turned to Sublimino, haughty mask of calm back in place.

"Impressive. I had to develop a chip that gave me control of a person while still allowing them to retain their personality and a semblance of free will. You saw some examples with the Greens though they clearly need more work if one was shorted out so easily."

"Where did you even dig them up by the way? I only learned about these two after that girl showed up," Gwen said idly, trying to gather more information un obtrusively.

Sublimino flashed her a particularly vicious smile, "The Knights keep extensive records on their enemies and she came up after the Knights had captured the boy and scanned his mind in one their attempts to steal his device. It was an obvious weakness and one easily exploited once I had access to the Knights resources."

"So you have the Greens and his grandfather and cousin but I have him, what do you say we come to an agreement Subli-, I mean King Sublimino?"

The little tyrant sat back in his throne, "I don't see why I shouldn't just take what I want."

Gwen could feel Ben tensing again at her feet and she spoke quickly, "You could but it would cost you resources that you needn't squander. Besides that, my uncle and I aren't the only magic users out there and if you think what the Knights have can deal with magic then you're sorely mistaken. You need me and Ben so I propose that we work together, and to that end I'll need him out of those manacles."

Gwen knew she had a decent poker face but this was the biggest gamble of her life and she was less than confident as she stared up at Sublimino. His opaque glasses betrayed nothing and as he raised his hand Gwen's whole body stiffened, ready to spring into action as a spell began to form on her tongue.

"Very well, we are allies once more. Be warned girl, at even the first whiff of traitorous intent I will destroy you." Even with the situation being as tense as it was Gwen had to bite back a groan at Sublimino's inability to be anything more than a broken record. At the moment it was all she could do not to smile, now all she had to do was wait for a window where she and Ben were alone and they could come up with a proper plan.

As a Knight stepped forward and unshackled Ben he looked up at her and Gwen nearly took a step back at the rage she saw burning in his emerald gaze. For a second nothing else mattered as the thought that she had ruined their relationship with her and Charmcaster's stupid game made it feel like the world had fallen out from under her. Then his gaze shifted from her to Sublimino and she realized she wasn't the target of his anger. Before she could even move to stop him Ben's hand shot to the Omnitrix and the Knights around them all drew weapons as he transformed in a burst of green light.

"Free the others," was all Ben said as he straightened up as Diamondhead. As the Knights all rushed him he threw his arms out to either side, spraying crystal shards across the command center and sending many of the Knights reeling as crystal shrapnel the size of daggers punched through their armor. Gwen turned to Sublimino's throne but the diminutive villain had leapt behind his seat, which was probably the smartest move he'd made all day as the chair was pin-cushioned with shards.

"Kill them you fools, kill them both!" he shrieked as he peered around the edge of his seat. The room descended into madness after that with an alarm shrilly blaring throughout the entire complex and the pounding of boots as more Knights came rushing to bring them down. Gwen dodged blow after blow, firing off a blast of magic when she could but through it all her attention was on Ben. He fought like a man possessed, batting aside any Knight that stood in his way with armor crushing force while firing salvo after salvo of shards at the various doorways, barricading them as the crystals grew into massive columns. She had never seen him fight with such brutality yet be so rational and precise, it sent a frightful chill down her spine.

A sweep kick brought her mind back into the fight before her and as she recovered she found herself face to face with Charmcaster in her body. There was no point in trying to talk to her while she was in Sublimino's control and as she barely dodged a punch that obliterated a control panel behind her, she quickly realized fighting wouldn't be of much use either. There had to be a way to shock her out of the mind control but the only spell Gwen could think of that would do it would also put her out of the fight and Gwen was pretty sure they would need all the help they could get. As she dodged a kick that would have taken her head off she asked herself what would Charmcaster do in her place? The answer hit her almost immediately and she let out a nervous laugh at the risk she was about to take.

" _Regredior regredior regredior_."

The world lurched violently as a magical maelstrom suddenly kicked up around her and Charmcaster. It suddenly became clear to Gwen why they had performed the spell in the middle of sex, without the euphoric sensations body swapping was a nauseating assault on the senses. For a brief moment she was in two places at once, seeing and feeling everything in a horrific jumble that left her gasping for air as she fought the urge to retch. Still, once her vision cleared and she found herself looking at Charmcaster as she doubled over and puked, she felt nothing but relief that her long shot had paid off.

Before she could do anything else she hissed at a sudden sharp pain in her neck and winced when her fingers closed around something just inside her hairline. Pulling it free caused another wince and seeing the bloody computer chip filled her with a momentary dread as she realized if the spell hadn't burnt out the chip she'd be the one under Sublimino's control. She closed her fist, utterly crushing the evil creation before looking to Charmcaster.

"Charmcaster, are you okay?"

The older girl managed to give her a thumbs up even as she retched more and Gwen turned her focus to the rest of the fight. Her timing couldn't have been better as she found Ben fending off attacks from Max, all the other Knights had been brought down by Ben in one way or another.

"Could use a little help here," Ben called out as he defended from attack after attack, caught in the same predicament of not wanting to hurt his opponent.

Gwen leapt into action and nearly crashed into a wall when she jumped further than she intended. For a moment she had forgotten she was back in her body which was currently encased in strength enhancing armor. She couldn't help but smile a little as she flew through the air, it almost felt like she had her Lucky Girl powers back. She landed behind Max, easily dodging a swing from him as he found himself fighting on two sides. With all the skill and grace her martial arts training had given her she jumped onto his back as he turned back towards Ben.

"This is probably going to hurt Grandpa, sorry," she said as her hand darted forward before he could throw her off. There was a crunch and then Max crumpled to the floor, the chip in his neck smashed to piece by Gwen's blow. Gwen watched tensely until she was certain that his breathing was normal before she sagged with relief. She looked up, expecting to see Ben smiling as well but his gaze was fixed on the throne.

"Give it up Sublimino, your men are trashed and reinforcements aren't getting in here anytime soon."

"You little fool, who needs the Knights when I can have you!" Sublimino shrieked as he stuck his pocket watch out from behind the throne, his finger about to trigger its hypnotic ability. Gwen made to turn and cover her ears but a flash of green shooting past her stopped her cold. The next thing she knew Sublimino was screaming as a spike of crystal pinned his watch to his hand. He fell out from behind the throne, clutching at his ruined hand as blood began to trickle down his wrist.

"What are you doing?" Sublimino screamed as he kicked away from Diamondhead as he began climbing up the dais.

"You've hurt my friends and family so I'm done playing games."

"Ben, you can't!" Gwen called out to him, her voice ratcheting up in panic at his deadly calm tone.

"You don't get to tell me what to do right now! Either of you!" Ben snapped as he glared back at Gwen and Charmcaster, who was only just getting to her feet. He continued his slow stalk towards Sublimino as the little man sniveled and blustered.

"You can't do this to me," he said as Ben leveled a razor sharp tip at his throat.

"What's going to stop me?" Ben asked quietly, his rage just as keen as the blade he had turned his arm into.

"I still have the Greens!" Sublimino cried, managing a smile as the blade pulled back a little."That's right, I still have them and Mr. Green is still under my control, watch or no watch."

"Well he's not here right now so I don't see how that helps you," Ben said with a growl though he lowered his blade, the murderous intent gone from his eyes for the moment.

"Exactly, he's with his granddaughter and if he doesn't hear from me you don't want to know what he'll do to her."

Ben's crystal face contorted in a snarl as he drew back his arm for a deadly blow only to have the Omnitrix time out on him mid swing, leaving his fist to connect with Sublimino's face. Sublimino's signature shades went flying from the force of Ben's punch, forcing him to squint with his one good eye even in the dim lights of the command center. Ben's chest heaved with pent up rage as he reached down and hoisted him up by his coat.

"Where is she?"

"Wh-what an excellent idea boy, let's go see her," Sublimino said chokingly at first before his face twisted with a sinister smile. He lashed out with his foot and struck the arm of his throne, hitting a secret switch that caused the entire dais to suddenly begin shaking. Ben lost his grip on Sublimino as it lurched and then began sinking into the floor. He looked to Gwen and Charmcaster as it began to speed up its decent but before either of them could reach him walls rose up out of the floor, closing the dais off from the rest of the room.

Gwen pounded on the dome the walls had formed but even with the Forever Knight suit on all she did was dent the metal a little. She spun around, looking to Charmcaster whose shoulders slumped despondently as she looked around the room at the devastation Ben had wrought. When she finally turned to Gwen comprehension was written all over her face and Gwen felt a pang of sympathy for her. As much as she had feared Ben's reaction after figuring them out, she could only imagine how scared Charmcaster was after seeing what it had inspired in him.

To make matters worse their situation was rapidly deteriorating. At almost every door there were sounds of men trying to break through the columns barring their way. She began making her way over to Charmcaster when her foot caught on something and looking down showed her Charmcaster's bag partially covered by the unconscious body of a Knight.

"Well at least something is going our way," Gwen said as she tossed Charmcaster her bag.

Charmcaster's hair hung in her face as she clutched her bag in a white knuckled grip, the sight filled Gwen with the desire to comfort her even though she knew they had no time for such things. As she made her way towards Max to see if she could wake him an explosion sent her stumbling. She spun on her heels just as it was quickly followed by several more, all from totem missiles fired from Charmcaster's bag.

"What are you doing?" Gwen asked as she approached the newly formed hole in the dome.

"I'm going after him," Charmcaster said as she summoned several bat minions that flitted about her.

"But what-"

"Look around us, he's furious," Charmcaster said, unable to keep a trembling waver from her voice as she swept her arm out to encompass the room. "He would have killed Hex _for_ me and now he might do something he'll regret _because_ of me. I can't let that happen."

Before Gwen could say anything more Charmcaster jumped through the hole, grabbing hold of the bat minions as she did so. That left Gwen surrounded by groaning or unconscious forms, the dim cacophony at the doorways, and her thoughts. She shook her head as she reached Max and knelt beside him, checking again to make sure his breathing was steady.

"So, got any ideas on what to do now?" she asked his passed out form as her mind still reeled from the rapid whirlwind of events.


	15. Secrets Kept and Secrets Revealed

Ben glared across the platform at Sublimino as he struggled to maintain his balance. Sublimino managed to sneer before grimacing as he pulled the crystal from his hand, tearing a length of cloth from his cape to staunch the bleeding.

"What… ngh… now boy? How are you going to stop me?" he growled even as his skin paled from pain and blood loss.

"I figure beating you to a pulp is as good a place to start as any," Ben snarled back as he began to close the distance between them. It wasn't much of a plan but Ben's anger still pounded in his head like a thundering drum and with the Omnitrix timed out it was the only option he had. The lurching of the platform made it difficult and the two began to circle each other. "What's the matter Sublimino? Afraid of getting your face kicked in by a kid?"

"I don't have to fight you. I just need to buy enough time for that old man under my control to tear you to pieces."

"I won't let that happen!" Ben yelled as he closed the distance between them with a powerful leap, tackling Sublimino to the ground. Even though he was an adult the diminutive man was hardly a match for the furious child as the two struggled. "You'll never hurt anyone again! You'll never hurt me agai-!"

Ben's voice suddenly cut out as pain shot through him like lightning, the raging strength draining from his limbs as he fell back. His hands instinctively shot to the source of the white hot agony and he found himself clutching his side where the same crystal shard that had pierced Sublimino's hand now jutted out of him just below his ribs. He was wide eyed with shock as Sublimino got a foot between them and shoved Ben off him, forcing a gasping cry from Ben as he landed on his other side.

"I've come too far to be denied my destiny by some brat," Sublimino growled as he looked at Ben, his hands clenching as his face contorted with rage. "I'd finish you off but I hate having to get my hands any dirtier than need be," he muttered contemptuously as he pushed himself up before a vicious smile split his face as the platform began to slow.

Ben tried to sit up but the pain in his side flared up to blinding intensity every time he moved. Even worse he could feel his blood rapidly soaking into his shirt around the crystal, causing the fabric to dankly cling to his skin with gross warmth. His face paled as it quickly became all he could do to keep from hyperventilating in a panic. He could try to take the shard out, he thought he could muster up the strength for that, but in his head he heard Max's voice warning him off of the idea, something about making the bleeding worse. Finally the dais shook as it came to rest and he forced himself to focus on something other than his wound.

The dais had lowered itself into a workspace of some sort, there was machinery and equipment lining the majority of the walls and tables full of what looked like circuitry. As Sublimino stepped into the greater area Ben found his eyes drawn to one table in particular and the person laid out on it. Kai seemed to be resting peacefully after Sublimino's mind control chip went haywire and drove her crazy.

The sight of her fueled Ben with the strength and determination to pull himself up, even though he had to cling to the steps of Sublimino's throne to help keep himself upright. Sublimino spared a backwards glance in his direction and sneered.

"Your stubbornness is growing tiresome, move from that spot and I will have Kai's grandfather shoot her dead. Do you understand me boy?"

Ben grit his teeth but didn't say anything as his hatred of Sublimino reached new heights. He felt helpless again as Wes Green, who had been standing so still he had practically blended into the background, moved to stand beside his granddaughter, pulling out a gun that he kept trained on her. As he fought waves of dizziness and struggled to come up with a plan he noticed Kai begin to stir. Sublimino was too distracted trying to properly bandage up his hand to notice and Wes was still as a statue without any further orders from the mad hypnotist.

The unfamiliar scenery of the lab filled her with confusion and the sight of her grandfather pointing a gun at her made her start but before she could cry out she saw Ben out of the corner of her eye, staring at her intensely. The grim look on his face coupled with his unnaturally pale skin and the bloom of red on his shirt filled her with alarm but at the same time kept her from alerting anyone else to her return to consciousness. The sound of drawers being rummaged through drew her attention to another part of the room where a diminutive man was cursing none too quietly as he searched with one hand. She lay back down and feigned unconsciousness as he turned towards her but his focus was elsewhere and she was able to watch him through nearly closed eyes.

As he set about properly bandaging his bloody hand she caught a look at his face and suddenly found memories flooding her mind. She saw this horrible little creature standing over her and her grandfather, watching them as they performed combat drills, reveling in commanding them to break men with their bare hands. Even more images flashed in her mind, too fast for her to make sense of them but they filled her with a sense of disgust that made bile rise in her throat. As she fought back the urge to retch she found her hatred of this man become all consuming.

Ben understood the emotion on Kai's face all too well and before he could wave her off she sprung from the table with a wordless scream on her lips. Sublimino jerked upright from bandaging his hand only to go down in a tangle of limbs as Kai punched and clawed at him.

"Agh! Stop! I command youaaah! Stop her you fool! Shoot her!"

Ben felt his heart seize as Sublimino screeched his last command and Wes swiveled in Kai's direction, the gun slowly lining up for a shot that wouldn't strike Sublimino. Ben wasn't sure if it was blood loss or fear but everything seemed to slow until it felt like time stopped in the space between his heartbeats.

_Thump_.

The gun came a little closer to sighting on Kai as he scanned the room for something, anything he could use to stop Wes. The Omnitrix was still timed out and there was no way he could reach Wes in his current state.

_Thump_.

His eyes fell on Sublimino's ridiculous crown lying a few feet in front of him, forgotten in their brief struggle. He couldn't throw it while clutching his wound but maybe, just maybe, he could kick it. Ben had always been decent at soccer and before he could even think about what would happen if he missed he had pushed off the steps in a lurching dash.

_Thump_.

Sublimino managed to stun Kai with a powerful slap but he still struggled to get clear so Wes could take the shot. Even though Ben's vision swam every ounce of focus was on the crown as he pulled back his leg and kicked with everything he had.

_Thump_.

Kai fell back as Sublimino planted his foot against her and pushed, knocking her onto her back. She grimaced in pain before freezing at the sight of her grandfather aiming at her, his finger curling around the trigger.

_Thump_.

**Bang**!

Ben stumbled, the kick had knocked him off balance and he scrambled to right himself even as blinding pain shot through his side. He stared with watering eyes at the smoking gun lying on the ground beside Kai who stared at it and the bullet hole in the floor beside her head in wide eyed shock. The crown was still rolling across the floor, its metallic ringing the loudest thing in the room until it finally came to a rest. Sublimino was the first to recover, scrambling backwards as he screeched, "Don't just stand there! Kill them!"

Wes began to move towards the gun but before he even began to crouch a totem missile caught him in the chest and threw him against far wall. He slammed into the panels of electronics with such force that sparks showered out of them. All eyes turned back towards the dais to find Charmcaster standing there, her arm extend and her pouch still belching a cloud of smoke from her attack. It was the last thing Ben saw before he blacked out.

***

Charmcaster really wished she could reach the bottom of the shaft faster as she floated down with the help of her bat minions. Her slow descent gave her entirely too much time to think, which was the last thing she wanted to do right then. She feared she'd be too late to stop Ben from doing something drastic, but even worse than that was how he'd react to her once this was all over. That look in his eyes had hollowed her out, she knew he'd be upset if he found out about what she and Gwen had done but to see him so filled with hatred, it was almost like there was something else going on.

The circle of light at the end of the shaft finally began to grow larger, snapping her back into the moment. Her ears strained for anything, any sign of what she should expect and that was when she heard Sublimino's voice echo up the shaft "Kill them!"

Her eyes went wide with panic and before she realized it she was plummeting the last fifteen feet, one hand on her pouch as she prepared herself. She landed hard but transferred her momentum into a roll that she was able to spring into a standing position from, all while letting fly a missile totem at the first thing that registered as a target to her.

Charmcaster tried not to look so out of breath as she took in the chaos of the room, her gaze flicking from Wes's limp form, Sublimino's outraged glare, and Kai's utter bewilderment before alighting on Ben as he lay on his side, one hand holding his wound as blood trickled through his fingers. Everything else was forgotten as she fell to her knees beside him, her hands reaching for him but stopping just shy of touching as fear and panic coursed through her.

"Ben?!"

He was unresponsive and seemingly unconscious as she finally laid her hands to him. He was so cold and frighteningly pale that for a moment her heart lurched in her chest. Finally his eyes fluttered open and he smiled at her.

"Hey, thanks for the save Charmcaster," he said weakly. "Got a little in over my head again," he said with a feeble chuckle before his eyes closed again.

"Don't talk, save your strength. I'm going to get us all out of here, okay?" she said with a trembling voice as she fought back tears.

Before she could even begin to figure out the how of that she jumped as several shots rang out, her instincts causing her to cover Ben protectively until the shots stopped and the silence was filled with soft sobs. She looked up to find Kai limply holding a gun she vaguely recalled noticing on the floor, tears pouring down her face as she trembled. Her gaze shifted from Kai to Sublimino who was slumped against a cabinet, a scalpel in his hand and several holes in his back. Despite that he still clung to life, coughing and wheezing wetly as he turned a baleful eye towards her and Ben. He tried to speak but was only able to make weak gurgling sounds as bloody spittle frothed in his mouth. He managed to raise the scalpel one last time as if he was still capable of harming them before his arm fell limp and then a hurt, accusing look came over him, as if he didn't understand why this was happening to him. A chill swept over the room as the life slowly drained from his body, Charmcaster's grip on Ben tightening as her lover paled further.

Kai's continued crying finally drew Charmcaster to action, tearing her from Ben's side. She approached the shaking girl and carefully pulled the gun from her limp grasp and set it aside. She knelt beside her and gingerly pulled her close, letting Kai's head rest on her shoulder. She didn't know what the girl had gone through at the hands of Sublimino but for it to force her to react like that, Charmcaster could empathize.

"It's okay, you're going to be fine Kai. But now I need you to focus. Ben is hurt pretty bad and you're grandfather might be too. Can you look after Ben while I check on Wes?"

Though she was still distraught the Navajo girl nodded her head, fighting back a sob as she made it to her feet. Charmcaster spared a moment to watch her as she went to sit by Ben's side, taking his free hand in both of hers. Turning her attention to Wes made Charmcaster bite her lip in apprehension, seeing him decked out in that Forever Knight armor, even unconscious and nearly embedded in the electronic panel he had crashed into, had her flashing back to just a short while ago when Kai had soundly beaten her. She pushed back her anxiety and crouched down next to him, touching her fingers to his neck for a pulse. It was steady and strong, which she took for a good sign and as she probed his head for any injuries she encountered the chip within his hairline. Though she hadn't been in control of herself when Sublimino had given Gwen the details on the chips she was able to put two and two together and quickly plucked it out, dropping it to the floor and crushing it beneath her heel.

With that done she held one hand up to her mouth and spoke a harsh syllable that produced a small purple flame that danced on her fingertips. She touched her fingers to Wes's forehead and the flames sank into his skin. She wasn't as skilled in healing magic that wasn't meant to stitch up herself so this was the best she could manage and she chewed her lip nervously, hoping that it would work.

Wes shuddered and convulsed before his hand snapped up and took Charmcaster by the neck. She tried to cry out but his grip cut off her voice and as she struggled to break his hold he finally opened his eyes and looked at her. At first there was nothing but blind rage and hate in his gaze but then he seemed to really see her and his hand sprang away as a look of shock came over him.

"I'm so sorry… I've been fighting his control for so long I-I couldn't stop myself. Are you okay?"

Charmcaster choked and gasped even as she nodded before she found her voice, "I'll be fine. But we really need your help. Are you injured?"

Wes began checking himself over and beside the occasional wince he seemed able to move. He picked himself up and then gave a start at the sight of Sublimino's body.

"What happened here?" he demanded.

Charmcaster did her best to meet his intense gaze evenly, "There's no time for that right now. Ben's hurt and I think he's lost a lot of blood. Can you help?"

Wes moved automatically, years of Plumber training kicking in as he rushed to Ben's side. He knelt across from Kai, giving his granddaughter a comforting squeeze of her shoulder before focusing on Ben.

"He had surgical tools down here, he experimented on the Knights to perfect the chips. See what you can find in the way of bandages. You too, Kai."

Charmcaster and a reluctant Kai set about searching the lab. Fortunately Sublimino had done most of the work for them when he had been patching up his hand and after turning out several more drawers they even produced a syringe and several vials with incredibly complex names. Wes put the drugs aside for the moment as he set about packing gauze around the shard sticking out of Ben before wrapping his abdomen with bandage tape.

Charmcaster watched Ben carefully, hopeful for some sign of improvement but watching him remain so still and pale made her gut feel like a pit of ice that she clutched at helplessly.

"He needs proper medical attention as soon as possible and we need a way out of here," Wes said as he began looking around the lab.

"Well this way isn't going to work."

All three of them turned to the platform to find Max and Gwen standing there.

"The Knights are still trying to get through back up there and we can-" Max's voice faltered as he caught sight of Ben and then he was at his grandson's side. "What happened?"

Charmcaster tried to speak but worry had her throat clenched so tight the words wouldn't come. Before she could compose herself Kai spoke up, "I think Kin- Sublimino stabbed him and then… then he hurt himself more saving me."

Watching the other girl scrunch up her eyes to fight back tears nearly wrung them from Charmcaster and before she realized it she was putting a comforting arm around Kai who gingerly accepted the gesture.

Max gently scooped Ben up in his arms and turned to the rest of them, his features hardening as his voice took on a commanding tone, "Tear this place apart, there has to be an emergency escape of some sort."

They all leapt to action as if he had cracked a whip but as Charmcaster began inspecting the walls of the lab she couldn't help but notice Max studying Sublimino's corpse with a harsh, steely gaze, completely unlike the kind fatherly figure she had come to see him as. She looked to Gwen and found her trying to hide her fear and concern even as she cast a glance at Charmcaster. She wanted to give her a look of reassurance but until Ben was out of danger she didn't dare let herself hope and so she hurriedly turned away from Gwen and focused on the panels.

That quickly proved problematic as Charmcaster found herself plagued by the image of Ben bleeding on the floor. She tried to clear her head and remind herself how urgent it was that they find a way out but with it came other, older memories, things long buried in the deepest recesses of her mind.

Two figures standing together, watching her as she is carried away. They turn to face something, raising their arms as magic gathers around them. It's too late though, a blinding explosion blooms where they stood and when Charmcaster has finally blinked away the lights in her eyes, the two figures are laid low, prone, unmoving and even though they're nearly out of sight she can still make out the growing pool of their own blood. That was the last time she ever saw her parents.

Charmcaster slammed her fist against the wall in a vain attempt to strike the memory from her mind. It had taken her so long to get over that loss and the things she had done to avoid that kind of pain had made her into the person she was before she had met the Tennysons. And now the thought of losing Ben had returned her to that little girl she had tried to leave behind. She rested her head against the cold metal as tears fell silently down her face, only opening her eyes when she felt a hand on her shoulder.

It was Gwen and though Charmcaster knew she must be going through a similar turmoil she didn't find any sympathy in Gwen's gaze, instead her focus was on the wall Charmcaster had punched. Her hand left Charmcaster's shoulder and eased her hand off the wall before sharply rapping with her own hand. The hollow sound definitely didn't belong to a lab built in an underground base. She and Charmcaster exchanged nods before stepping back and motioning everyone else to do the same.

" **Praemium**!"

Their voices rang out in unison as the two spells combined into a powerful blast that blew a hole into the wall, revealing a hidden passageway once the dust settled. There was no need for discussion as the group moved down the tunnel and as Charmcaster fell in beside Max she realized there was one vital distinction between the loss of her parents and the situation now. She was no longer a helpless little girl and she would never stop fighting to save those she loved.

***

The first thing that registered was light, which actually terrified Ben, without being able to hear or feel anything else he was almost convinced he was dead and he was definitely not ready to head towards it. As he panicked he became aware of other sensations, the feeling of fabric against his skin and the steady beeping of a heart monitor. He blinked and realized the light was actually the glaring fluorescent of a hospital room. He tried to sit up but tenderness in his side made him groan as he clutched the railing of his bed. He gingerly prodded at his side and winced at the feeling of stitches on his abdomen. He turned his head and found the room empty except for him but there was a call button on the railing he had grabbed and he quickly pressed it.

It was a minute before anyone entered the room and the nurse who did seemed skeptical, almost starting at the sight of him looking at her.

"Oh my, you _are_ awake. Well that's good news. How are you feeling dear?"

"Okay, I guess, kinda weak though."

"Well that is to be expected, way I heard you were in pretty bad shape when they brought you in. They say you lost a lot of blood between here and the cave you had your accident in."

Ben blinked slowly before realizing that must be the cover story Max had used when they got him here. "Uh, yeah, I should have been more careful. Is any of my family around? I'd like to see them so they know I'm okay."

"I'll check the cafeteria."

With that Ben was alone again and he turned his attention to mustering enough strength to sit up a little. After several attempts that left him breathless and shaking he noticed the controls for his bed on the opposite railing and groaned in irritation with himself before adjusting the bed so he was upright. He had just gotten himself comfortable and begun searching for the remote to the TV hanging in the corner of the room when he heard the pounding of footsteps from the hallway. The next thing he knew Gwen and Charmcaster were rushing through the door to either side of his bed. He barely had time to register their smiling faces before Max appeared in the doorway, flushed with exertion.

"Hey guys, what'd I miss?"

"Ben, good to see you awake son. Had us real scared there for a bit."

Ben looked past everyone at the door before lowering his voice, "What happened?"

Max glanced back at the door as well, "Gwen, Charmcaster, can I have a moment with Ben?"

The two girls exchanged reluctant looks but eventually peeled themselves away from Ben's bedside and went to the door, shutting it behind them. Max pulled a seat next to Ben's bed and eased himself down, steepling his fingers as he stared across the room. The silence grew heavy in the room but Ben didn't dare breach it.

"Sublimino is dead."

Max let that hang in the air, studying Ben out of the corner of his eye. For his part Ben grimaced, he might have had a good reason to hate the man, even kill him, but in the end he had just wanted to get his friends and family out of there safely.

"How?" he asked softly.

"I was hoping you'd tell me. Neither Charmcaster or Kai are talking."

Ben shook his head, "After he stabbed me it was all I could do to keep from passing out. The last thing I remember is seeing Charmcaster."

Max's brow furrowed in contemplation as he rested his chin on his knuckles, "I don't remember much after he stuck that chip in my neck but there are flashes of the fight that come back to me. Ben, what made you so angry?"

Ben's grip on his bedframe became white knuckled as he returned to that moment in time and the rage that had filled him. It had been a white hot, living thing, burning away every other feeling, including the strange betrayal by Gwen and Charmcaster, until there was just the anger and targets for it to be unleashed upon. It reminded him of the battle against Hex and how he had felt then, consumed by his wrath until there was nothing left to do but unleash it. Having been through that twice Ben felt an icicle of fear that something so dark lived inside him.

At the same time the source of his rage came back to him and Ben flushed with shame. He couldn't tell Max about what Sublimino had made Kai do, he wasn't sure he could tell anyone, so with reluctance he admitted to the one other thing he was ashamed of.

"He put everyone in danger and he hurt you all, especially Kai and Mr. Green. It's what I've been afraid of since the attack on the beach. How do I stop the bad guys from going after people I care about?"

Ben stared into his lap as he said the last part, feeling small and helpless as it dawned on him that in the end he hadn't done much saving at all. He only looked up when Max's hand came to rest on his leg.

"There's nothing wrong with being scared of something like that. In fact I'm proud of you for thinking in those terms, it shows maturity. As for your question, there's no good answer except to know that you're not alone in this son, we all keep each other safe, that's what family is for."

Ben nodded slowly, they were comforting words and he definitely needed to hear them but they did little to help him with the greater problem. He managed a smile for his grandfather's sake, "Thanks Grandpa. So how much longer do I have to stay here? I don't want to miss out on any more summer vacation."

"About that Ben," Max said, his tone heavy with bad news. "You've been out for a couple days and things looked pretty bad. I had to call your parents. They'll be here tonight."

Ben's face paled as he fell back into his bed, overcome with sudden dizziness. "What are we going to tell them?"

Max's face was unreadable at first before he sighed, resignation drawing his face down. "I think we'll have to tell them the truth Ben. I know what you're thinking Ben, but it’s for the best. If any of our other enemies ever show up looking for trouble it will be better if your folks aren't in the dark. Trust me, I'm not looking forward to it anymore than you are, I never told your dad about my days as a Plumber either. I don't think he'll take it well."

Ben saw the concern etched into the lines on his grandfather's face and suddenly realized the toll a lifetime of secrets must take on someone. He hated seeing his grandpa like that.

"Hey Grandpa, think they'll be happy to hear I found a girlfriend?" Ben asked with a chuckle, earning a harsh laugh from his grandfather.

"Well I suppose that's one way to find a silver lining. I'm glad to see you recovering so well."

"Thanks, Grandpa. Can I talk to Charmcaster and Gwen now?"

Max raised an eyebrow at the fact that Ben included Gwen in his request but the two had seemed to bury their rivalry and finally grown closer over the course of the summer so he didn't think much of it. "Alright, but don't talk with them too long, you still need your rest."

Ben nodded and Max reached over to tussle his hair affectionately before making his way to the door. "I'll see you girls back in the cafeteria shortly," he said to the waiting Gwen and Charmcaster as he passed them in the hallway.

The two entered the room cautiously, trying to gauge how the talk with Max had gone by reading his face. Ben's face was a mask as they stood on either side of his bed.

"What happened to Sublimino?"

Both girls stiffened but it was Gwen who looked to Charmcaster whose gaze had dropped.

"It… it was Kai, she shot him, but it was to save us."

"She hasn't said more than three words since we got you here," Gwen added.

"I need to talk to her, without Wes around," Ben said, his brow furrowing as he wondered how much Kai might remember.

"Ben… about what we did-" Charmcaster tried to say.

"Do you really want to get into that now?" Ben snapped, causing Charmcaster to pull back in surprise before she lowered her gaze in dismay.

"Ben, she's- we're trying to apologize for what we did," Gwen said, barely able to keep a growl from her voice. "What do you need to talk to Kai about anyway?"

It was Ben's turn to avoid their questioning looks, staring into his lap as his hands balled into fists that trembled ever so slightly.

"I- She- I don't think she shot him just to save us," he said quietly, the harsh edge in his voice causing Gwen and Charmcaster to share worried glances.

"Gwen, do you think you can get Kai to come up here?" Charmcaster asked softly, to which Gwen nodded with a sigh. Once they were alone Charmcaster eased herself into the chair beside his bed. She sat almost timidly, nibbling at her lower lip as the silence grew. Finally she hesitantly began, "Ben, I need to say that I'm sorry. And you shouldn't be angry with Gwen, it was all my idea and she just wanted…"

Her voice wavered and out of the corner of his eye he could see her downcast face, misery etched into every line of her face.

"What did she want?"

Charmcaster stiffened and silent tears fell into her lap before she could continue, "She just wanted to know what it would be like to be with you, openly and without anyone's judgment."

"And what did you want?"

She managed to look up at him, turmoil in her misty, lavender eyes, "I… thought it would be fun. I-I wanted to see if you would notice… but I didn't realize what you were dealing with and then Gwen told me what you did for her when you- when you thought she was me and we both realized it wasn't as fun as we thought it would be. But things got out of hand with the Knights before we could change back..." Her words trailed off as she wrestled with her shame, a faint trembling of her body that she tried to suppress by digging her nails into her legs.

"I don't have time for this," Ben said with a frustrated growl. "There are things that happened with Sublimino that are more important, but I can't stop thinking about what you two did. At first I was angry because you tricked me but the more I think about it the more it hurts because you made a game out of our relationship. Why couldn't you just tell me? Was it so important to test me?"

Charmcaster tried to speak but it felt like shame and sadness and unrealized fears were choking her, quelling her voice no matter how much she wanted to say something, anything.

"What are we?" Ben asked quietly, making Charmcaster look up at him, the tears she struggled so hard to hold back threatening to break free again. "What are we to each other?"

"Ben, you're the best thing in my life an-"

"Then why?" He asked, cutting her off as he sat up and turned to fully face her. "Why the lies and the games?"

Charmcaster flinched at the look in his eyes, she could feel his anger and hurt like daggers in her heart. She tried to reach for him but he pulled away, leaving her grasping at air.

"I don't know if I can explain," she said hoarsely through the storm of emotions, pulling in air raggedly as it felt like she was drowning.

"Try. I might be young but I know I would die and kill for you so I think I deserve an explanation."

If it wasn't for the fact that it was taking all of her willpower not to fall to tears she might have smiled at how authoritative he was being, his strength really did amaze her.

"After my parents died, it was just me and Uncle Hex. He was never the trusting type, and even less so once we found ourselves stuck on Earth. He had to be sure I was on his side so he was always testing me, playing headgames and punishing me if I wasn't completely in step with what he wanted. At first I was too terrified of him but after a while all I could think about was getting away or getting stronger so I got better at lying and manipulating… and now I realize I'm just like him."

Charmcaster couldn't hold the sob that escaped her after that revelation. Hex was gone but he still got the last laugh, he had molded her into his image and she had been too stupid to realize it until nearly ruining one of the few good things she had in her life. She sat beside Ben's bed, tears raining down her face as she wallowed in her self-loathing until she heard a rustling of fabric and saw feet swinging off the bed.

"Ben, what are you doing? You need to stay in be-"

Her words were cut off as Ben threw his arms around her and in that moment as he held her tight what little composure she had left fled her as she clung to him and cried into his chest.

"You are nothing like Hex," he said softly, one hand switching to stroking her hair comfortingly before he let out a deep breath. "I'm sorry for being so angry, I think it was just bad timing."

"But you were so upset just a minute ago," Charmcaster whispered, not wanting to believe her good fortune.

"Still am," Ben whispered back before looking down at her, prompting her to look up. "But I love you and I don't want this to be the reason we stop being together. This was a mistake and we both know I've made plenty of those."

Charmcaster squeezed her eyes shut tight, not wanting to cry anymore even if they were tears of relief. A ragged breath escaped her, taking with it the tension that had tied her guts into knots.

"Hey Charmcaster?"

"Yes?"

"Could you help me back into bed? I can't move."

A bark of a laugh escaped her as she shook her head and stood up, helping Ben stay on his feet as he shuffled back to his bed. Once he was settled and comfortable she leaned on the railing, far more relaxed than she had been in days.

"So what are we going to do about Kai?" Now that she wasn't constantly wrestling with her guilt the other major obstacle they faced made itself prominent in her mind. For some reason her question had a strange effect on Ben, causing him to stiffen and panic to flash in his eyes. "Did something else happen Ben?"

For a moment Ben looked sick as he paled quickly and faraway look came over him, she'd never seen him look so troubled. He gave himself a shake and managed a lopsided smile for her.

"Not unless you count getting my butt kicked. Really though, I'm scared for her, it's my fault she has to shoulder the burden of what happened."

Charmcaster frowned ever so slightly as it suddenly felt like Ben was hiding something. She didn't want to believe that, not after their talk just now.

"Are you sure everything is fine?"

"Yeah, maybe I overdid it getting out of bed just now but everything is fine. I should save my strength to talk to Kai though."

Charmcaster couldn't shake the gnawing suspicion in her gut that there was something wrong. What could have happened between him and Kai that had him so shaken? She wanted to push the matter but the fear of creating another rift between them paralyzed her. The decision was made for her when there came a knocking at the door and Gwen poked her head inside.

"Hey Ben, got someone who wants to see you."

Kai followed Gwen into the room quietly, her eyes downcast as she appeared as almost a shadow of her former self. With what seemed like a great effort she managed to look at Ben before quietly saying, "I'm glad you're okay."

"Thanks, it's good to see you're okay too," Ben replied almost timidly. His uncharacteristic response drew the attention of Gwen and Charmcaster as they both looked at him and he could only imagine what they were thinking.

"Can I speak with Kai alone?" Ben asked before either of them could say anything or the silence grew too awkward. Charmcaster nodded as she gave his hand a reassuring squeeze before leaving with Gwen. Watching her being so supportive and trusting only served to make his gut roil sourly after lying to her. He had wanted to tell her, to confide in her as she had in him, to be open about their pain together but he couldn't tell her, not just yet, and maybe never depending on how things went with Kai.

Now that they were alone he grunted with the effort of sitting up on his own, drawing Kai's attention with his struggle.

"You-you should take it easy Ben. You got hurt pretty bad."

"I'll live. What about you?"

Kai stiffened as a multitude of emotions played out across her face, fear being the most prominent.

"I don't know what you mean."

"Why don't you sit down, it might make this easier," Ben offered, gesturing to the seat beside his bed.

Kai took a step back as her head shook gently, "Actually maybe I should go. You need to recover."

"I'm sorry you had to kill him," Ben said before she had taken more than two steps towards the door, freezing her in her tracks. "I'm sorry for putting you and your grandfather in danger and I'm sorry I wasn't able to rescue you guys and that you had to do what you did. If not for me none of this would have happened."

Kai stared at the floor as her whole body trembled before she haltingly made her way to the seat. She sat on the edge of the chair, gripping the railing of his bed with trembling hands.

"Do you remember anything from when you were under his control?"

Kai's hands stopped shaking as her grip became white-knuckled.

"I remember the training and the men he made me hurt," she said softly, a haunted look filling her eyes.

"Is that all?"

Her gaze shifted to him for a moment before her cheeks flushed and she looked to the floor before mumbling, "I loved you, or at least he told me that I did. I-I'm sorry, I don't like to think about that, it makes my stomach sick. Not that being in love with you does, but there's something about those memories that feels really wrong, like there's something else I can't remember."

Ben sighed very softly, not sure if he felt relief or not. On the one hand Kai not remembering everything that happened meant he could just try to pretend it didn't happen, but on the other it meant that those memories, whether she was repressing them or not, might come back to her in the future and he could barely imagine the harm that would do to her.

"Kai, I think I know what's bothering you about that," he said gently, earning a fearfully curious look from her. "He wanted you to capture me but something went wrong, I think the chip shorted out. It caused you to attack me… you hurt me pretty bad. You might have done worse but the chip finally broke and you passed out."

Kai looked miserable as she listened, her head sinking until she was staring at the floor. Ben tentatively reached out, his hand lightly resting on Kai's, drawing her gaze back to him. For a moment silence passed between them as they stared at each other with tear filled eyes.

"I don't ever want you to feel guilty or responsible for what happened, no matter what you remember," Ben forced himself to say before the words could get caught in his throat. "I'm so sorry for every-"

In the moment his voice finally cracked Kai enveloped him in a hug, sobbing into his shoulder. Ben winced in pain from the sudden movement and then stiffly returned the hug, flashes of Kai attacking him making him sweaty and tense despite everything. They sat there until Kai's tears finally subsided, her grip on Ben easing much to his relief before she spoke softly in his ear.

"Ben, there's something I want to tell you."

"Yeah?" Ben asked, trying not to sound too nervous.

"I don't know if I said it while he had control of me so forgive me if I'm repeating myself. When I saw you with somebody else-"

Ben involuntarily stiffened as her words echoed things she had said during her meltdown but before he could truly start to freak out she finished speaking, "I was actually very happy for you. You and Charmcaster seem like a good fit."

"Uh, thanks, I appreciate that," Ben said as he melted with relief, pulling back and managing a smile for her as he sank back into the bed. "Are you going to be okay?"

"I think so but right now I just really want to get back to my normal life for a while."

"Can't blame you for that," Ben said before thinking about what she said. "For a while? Does that mean we'll see more of you in the future?"

Kai shrugged, "Maybe. Kind of hard to ignore this all when it comes and drags you away from your home."

Ben nodded as he tried not to look so guilty before Kai reached forward to grasp his hand, giving it a squeeze as she smiled at him with genuine warmth. "You did everything you could do and Grandpa and I will always appreciate that. I'll see you around Ben."

Ben could only watch as she stood and slipped out of the room, leaving him alone again. Even though he'd barely done anything physical the emotional slog he had just gone through left him feeling exhausted so he fell back into his bed and was asleep before anything else could disturb him.

***

"Ben, Ben wake up."

Ben stirred groggily, Charmcaster's voice drawing him from dreams that were confusing and, if Ben were actually able to recall any real details, somewhat frightening. He blinked the sleep from his eyes and found Gwen and Max alongside Charmcaster in the room.

"What's going on?"

"We know you still need to rest but we thought we should let you know that your folks are going to be here shortly," Max said.

That woke Ben up faster, causing him to sit up even as he winced from the effort.

"How long until they're here?"

"Less than half an hour for sure. Think you're up for the talk we're all going to have to have?"

Ben recalled what he and Max had discussed about telling his folks the whole truth and while the thought made his gut sour he agreed with his grandfather that it would be best in the long run. He nodded and then tilted his head as a thought occurred to him.

"Hey Charmcaster," he said to get her attention.

"Yeah?"

"I know this is going to sound weird asking you this now but is Charmcaster really your name?"

Max and Gwen both turned to Ben with looks that ranged from confusion to mild outrage.

"Ben!" Gwen started to say.

"It's okay," Charmcaster said, heading off Gwen's lecture on manners. "He's actually right to ask."

She saw the concern and confusion on everyone's faces and smiled lopsidedly as she explained, "This world wasn't always my home and in the place I come from magic is a commonplace tool everyone uses. There words have power, including names. Everyone hides their true name with another and Charmcaster is the name my parents gave to me to protect me.

"How did you figure that out Ben?"

Ben blushed and scratched at his head awkwardly, "I didn't. It just came to me that Charmcaster as a name, as much as I like it, might not make too good an impression on my parents."

Max couldn't hold back a laugh as Gwen's face fell into her palm as she shook her head ruefully. Charmcaster stepped closer to Ben and entwined her fingers through his as she spoke to the room while her eyes never left Ben.

"My name, my true name is Vonahashila, it means 'Our hope is in her'."

Gwen tapped her chin thoughtfully, "We could always call you Hope, that way your name is still protected."

"Hope sounds like an excellent name," Max said as he rested a hand on Gwen and Charmcaster's shoulders.

Ben gave Charmcaster's hand a squeeze, "It's nice to meet you Hope."

She laughed even as tears fell down her face and they all joined in, filling the room with mirth. Any tension about the looming confrontation with Ben's parents was forgotten as they celebrated the missing piece of her new life.

They were still chatting away and laughing when a series of knocks came at the door. Max answered it almost hesitantly, his face losing its jovial lift as he tried to keep a neutral expression but unable to help a grim tightening in the corners of his eyes as he ushered in Ben's parents. Carl and Sandra Tennyson calmly entered the room until they saw Ben, the sight of their only child in a hospital bed filling them with renewed urgency as they rushed to his side.

"Hey Mom and Dad, how's your summer been?" Ben asked, hoping to ease their concerns.

"Hey sweetie, how are you doing?" his mother asked as she gripped his shoulder worriedly.

"I'm fine, really. Liste-"

"What were you thinking?" his dad started in before he could go any further. "Going off on your own in a cave? What if Dad hadn't been able to find you? You could have died."

Ben was still only vaguely aware of the story Max had told his parents initially so he took his father's chastisement in stride.

Max coughed to get their attention, "Actually son that's something-"

"Oh my god, Ben where did this scar come from?" Sandra cried out, interrupting Max as she noticed the scar over his left eye.

"What have you been doing with these kids Dad?" Carl asked, anger creeping into his voice.

"Uncle Carl, if you'll just let us expl-"

"Gwen, I think you and your friend need to wait outside while we finish this talk," Sandra said, irritation and weariness adding strain to her tone.

"She's not just a friend," Ben said forcefully, shocking his parents with his outburst and earning an appreciative smile from Charmcaster. "Her name is Cha-err, Hope and she's my girlfriend."

His parents stood in stunned silence before reeling on his grandfather.

"Girlfriend?! He's much too young and she's- she's-"

"Where did she come from? Has she been traveling with you?! Did you abduct her?"

With Ben's parents thoroughly off-balance Max simply waited a moment before holding up his hands until they quieted down.

"I think you two should take a seat and let us all explain," he said, easing himself down into a chair as well.

Tired and confused beyond belief Ben's parents settled down onto chairs. Ben waited for his grandfather to continue before realizing he was still struggling to find a way to tell his dad that he'd been lying to him all his life, so he decided to start at his beginning, hoisting the Omnitrix to draw his parents' attention.

"It all began when I found this in a crater and it attached itself to me…"

**Notes for the Chapter:**

> Now we are officially caught up to the story as it is posted elsewhere. This isn't the end and I think I'm near completion of the next chapter. Not sure how many chapters are left to this story but I thank you readers, both old and new for sticking with this piece considering just how long some of the intervals have been between chapters.


End file.
